1
EXHIBIT 4.4
Chase
WARRANT
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
U.S. HOMECARE CORPORATION
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
STOCK PURCHASE WARRANT
Warrant No. WA-16
Date of Issuance: October 6, 1995 Right to Purchase 425,000
Shares of Common Stock
(subject to adjustment)
For value received, U.S. HOMECARE CORPORATION, a New York corporation
(the "Company"), hereby grants to THE CHASE MANHATTAN BANK, N.A., or its
registered assigns (the "Registered Holder"), the right to purchase from the
Company 425,000 shares of the Company's Common Stock (subject to adjustment
pursuant to Section 3 hereof) at a price of $1.75 per share. The amount and kind
of securities purchasable pursuant to the rights granted under this Warrant are
subject to adjustment pursuant to the provisions contained in this Warrant.
This Warrant is subject to the following provisions:
1. Definitions. As used in this Warrant, the following terms have
the meanings set forth below:
"Additional Warrant Shares" has the meaning set forth
in Section 2.1.
"Affiliate" means, at any time, a Person controlling,
controlled by or under common control at such time with the Registered Holder.
2
"Certificate" means the Certificate of Amendment to the
Certificate of Incorporation of the Company filed with the Secretary of the
State of New York on February 1, 1995.
"Common Stock" means the Company's Common Stock, $0.01
par value per share.
"Common Stock Deemed Outstanding" means, at any given time,
(a) the number of shares of Common Stock actually outstanding at such time; (b)
the number of shares of Common Stock issuable (i) upon the conversion of
outstanding shares of preferred stock and (ii) with respect to all other
options, warrants, rights, or other securities convertible into shares of Common
Stock (provided that such options, warrants or rights are at an exercise price
greater than the Market Price in effect on the relevant date; provided, further
that such options, warrants and rights shall only be considered "Common Stock
Deemed Outstanding" only to the extent that they have vested and are exercisable
on the relevant date), and (c) securities convertible into or exchangeable for
any of the foregoing.
"Credit Agreement" means that certain Amended and Restated
Credit Agreement, dated as of the date hereof between the Company, the
Registered Holder and the other party named therein.
"Date of Issuance" shall have the meaning specified in
Section 12 of this Warrant.
"Exercise Price" shall be $1.75 per share, subject to
adjustment pursuant to Section 3 hereof.
"Market Price" means as to any security, the last reported
sales price regular way, or in case no such sales take place on such day, the
average of the closing bid and ask prices regular way, in each case on the
principal national securities exchange on which the security is listed or
admitted to trading, or, if not listed or admitted to trading on any national
securities exchange, on the Nasdaq National Market or, if the security is not
listed or admitted to trading on any national securities exchange and is not
quoted on the Nasdaq National Market, the average of the closing bid and ask
prices as furnished by any New York Stock Exchange member firm selected from
time to time by the Board of Directors of the Company for such purpose.
"Person" means an individual, a partnership, a corporation, a
trust, a joint venture, an unincorporated organization and a government or any
department or agency thereof.
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"Warrant Stock" means a share of the Company's authorized but
unissued Common Stock issuable upon exercise of the Warrant; provided that if
there is a change such that the securities issuable upon exercise of the Warrant
are issued by an entity other than the Company or there is a change in the class
of securities so issuable, then the term "Warrant Stock" will mean one share of
the security issuable upon exercise of the Warrant if such security is issuable
in shares, or will mean the smallest unit in which such security is issuable if
such security is not issuable in shares.
2. Exercise of Warrant.
2.1 Exercise Period. The Registered Holder may
(i) exercise this Warrant, in whole or in
part (but not as to a fractional share of Warrant
Stock), with respect to 212,500 shares of the Warrant
Stock (subject to adjustment as herein provided) at
any time prior to 5:00 p.m. (New York time) on
October __, 2000, and
(ii) after April 1, 1996, exercise this
Warrant, in whole or in part (but not as to a
fractional share of Warrant Stock) with respect to
the remaining 212,500 shares of the Warrant Stock
(subject to adjustments as herein provided) (the
"Additional Warrant Shares"), at any time on or after
April 1, 1996 but prior to 5:00 p.m. (New York time)
on October __, 2000; provided, however, that this
Warrant shall not be exercisable for the Additional
Warrant Shares if all obligations and liabilities of
the Company and its Affiliates arising under or
related to the Credit Agreement have been repaid in
full prior to April 1, 1996; and provided, further,
that if such amounts have been repaid in full but any
or all of such amounts are required to be returned by
the Registered Holder as a preference payment or for
a similar reason, then the Additional Warrant Shares
shall again be subject to this Warrant, exercisable
pursuant to this Section 2.1(ii),
unless the right to purchase shares of Warrant Stock under this Warrant is
earlier terminated pursuant to Section 14 (the "Exercise Period").
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2.2 Exercise Procedure.
(a) This Warrant will be deemed to have been
exercised at such time as the Company has received all of the following items,
if applicable (the "Exercise Date"):
(i) a completed Exercise Agreement, as
described below, executed by the Person exercising
all or part of the purchase rights represented by
this Warrant (the "Purchaser");
(ii) this Warrant;
(iii) if this Warrant is not registered in
the name of the Purchaser, an Assignment or
Assignments substantially in the form set forth in
Exhibit II hereto, evidencing the assignment of this
Warrant to the Purchaser; and
(iv) a check payable to the Company in an
amount equal to the product of the Exercise Price
multiplied by the number of shares of Warrant Stock
being purchased upon such exercise.
In lieu of paying the purchase price set forth in (iv) above,
the Purchaser may elect to receive shares equal to the value of this Warrant (or
the portion thereof being exercised), in which event the Company shall issue to
the Purchaser the number of shares of the Company's Common Stock computed using
the following formula:
X = Y (A-B)
-------
A
Where:
X = the number of shares of Warrant Stock to be issued to the
Purchaser;
Y = the number of shares of Warrant Stock otherwise purchasable (or the
portion thereof being exercised) under this Warrant (at the date of
exercise);
A = the Market Price of one share of the Company's Common Stock (at the
date of such exercise); and
B = Exercise Price (as adjusted to the date of such exercise).
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(b) Certificates for shares of Warrant Stock purchased upon
exercise of this Warrant or any portion thereof will be delivered by the Company
to the Purchaser within ten days after the Exercise Date. Unless this Warrant
has expired or all of the purchase rights represented hereby have been
exercised, the Company will prepare, at its own expense, a new Warrant,
substantially identical hereto, representing the rights formerly represented by
this Warrant which have not expired or been exercised. The Company will, within
such ten-day period, deliver such new Warrant to the Person designated for
delivery in the Exercise Agreement.
(c) The Warrant Stock issuable upon the exercise of this
Warrant will be deemed to have been issued to the Purchaser on the Exercise
Date, and the Purchaser will be deemed for all purposes to have become the
record holder of such Warrant Stock on the Exercise Date.
(d) The issuance and delivery of certificates for shares of
Warrant Stock upon exercise of this Warrant will be made without charge to the
Registered Holder or the Purchaser for any issuance or delivery tax or
government charge in respect thereof or any other cost incurred by the Company
in connection with such exercise and the related issuance of shares of Warrant
Stock.
(e) The Company agrees to maintain books for the registration
and the registration of transfer of the warrants. The Company will not close its
books for the transfer of this Warrant or of any share of Warrant Stock issued
or issuable upon the exercise of this Warrant in any manner which interferes
with the timely exercise of this Warrant. The Company will from time to time
take all such action as may be necessary to assure that the par value per share
of the unissued Warrant Stock acquirable upon exercise of this Warrant is at all
times equal to or less than the Exercise Price.
2.3 Exercise Agreement. The Exercise Agreement will be
substantially in the form set forth in Exhibit I hereto, except that if the
shares of Warrant Stock are not to be issued in the name of the Registered
Holder of this Warrant, the Exercise Agreement will also state the name of the
Person to whom the certificates for the shares of Warrant Stock are to be
issued, and if the number of shares of Warrant Stock to be issued does not
include all the shares of Warrant Stock purchasable hereunder, it will also
state the name of the Person to whom a new Warrant for the unexercised portion
of the rights hereunder is to be delivered, and if the Purchaser wishes to
receive shares in lieu of paying the purchase price as set forth in Section 2.2,
it will also state such election.
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2.4 Fractional Shares. If a fractional share of Warrant Stock
would, but for the provisions of Subsection 2.1, be issuable upon exercise of
the rights represented by this Warrant, the Company will, within ten days after
the Exercise Date, deliver to the Purchaser a check payable to the Purchaser in
lieu of such fractional share, in an amount equal to the Market Price of such
fractional share as of the close of business on the Exercise Date.
3. Adjustment of Number of Shares Issuable upon Exercise. In case
the Company shall at any time after the date hereof (a) issue any shares of
Common Stock or any securities convertible into or exchangeable for Common
Stock, or any rights to purchase Common Stock or securities convertible into or
exchangeable for Common Stock, as a dividend or other distribution upon Common
Stock, or (b) issue any shares of Common Stock in subdivision of outstanding
shares of Common Stock by reclassification or otherwise, or (c) combine
outstanding shares of Common Stock, by reclassification or otherwise, (i) the
Registered Holder of this Warrant shall thereafter (until another such
adjustment) be entitled to purchase on the date purchase rights under this
Warrant are exercised, the number of shares of Warrant Stock, calculated to the
nearest full share, determined by multiplying the number of shares of Warrant
Stock purchasable hereunder immediately prior to any adjustment by a fraction,
the numerator of which shall be the number of shares of Common Stock Deemed
Outstanding immediately after such dividend, distribution, subdivision or
combination and the denominator of which shall be the number of shares of Common
Stock Deemed Outstanding immediately prior to such dividend, distribution,
subdivision or combination and (ii) the Exercise Price shall be adjusted to
equal the Exercise Price hereunder immediately prior to any such adjustment
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock Deemed Outstanding immediately before such dividend,
distribution, subdivision or combination and the denominator of which shall be
the number of shares of Common Stock Deemed Outstanding immediately after such
dividend, distribution, subdivision or combination.
4. Effect of Reorganization or Reclassification, Consolidation,
Merger or Sale. If at any time while this Warrant is outstanding there shall be
(i) any reorganization or reclassification of the capital stock of the Company
(other than a subdivision or combination of shares or dividend or distribution
provided for in Subsection 3 hereof) or (ii) any consolidation or merger of the
Company with or into another corporation, or any sale or other disposition by
the Company of all or substantially all of its assets to any other corporation,
the holder of this Warrant shall thereafter upon exercise of this Warrant be
entitled to receive the number of shares of stock or other securities or
property of the Company, or of the successor
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corporation resulting from such consolidation or merger, as the case may be, to
which the Warrant Stock (and any other securities and property) of the Company,
deliverable upon the exercise of this Warrant, would have been entitled upon
such reorganization, reclassification of capital stock, consolidation, merger,
sale or other disposition if this Warrant had been exercised immediately prior
to such reorganization, reclassification of capital stock, consolidation,
merger, sale or other disposition. In any such case, appropriate adjustment (as
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth in this Warrant with respect to the
rights and interests thereafter of the holder of this Warrant to the end that
the provisions set forth in this Warrant (including those relating to
adjustments of the number of shares issuable upon the exercise of this Warrant)
shall thereafter be applicable, as near as reasonably may be, in relation to any
shares or other property thereafter deliverable upon the exercise hereof as if
this Warrant had been exercised immediately prior to such reorganization,
reclassification of capital stock, consolidation, merger, sale or other
disposition and the holder hereof had carried out the terms of the exchange as
provided for by such reorganization, reclassification of capital stock,
consolidation or merger. The Company shall not effect any such reorganization,
consolidation or merger unless, upon or prior to the consummation thereof, the
successor corporation shall assume by written instrument the obligation to
deliver to the holder hereof such shares of stock, securities, cash or property
as such holder shall be entitled to purchase in accordance with the foregoing
provisions. Notwithstanding any other provisions of this Warrant, in the event
of sale or other disposition of all or substantially all of the assets of the
Company as a part of a plan for liquidation of the Company, all rights to
exercise the Warrant shall terminate 60 days after the Company gives written
notice to the Registered Holder of this Warrant that such sale or other
disposition has been consummated, provided, however, that notwithstanding any
provisions of Section 2.1 (ii) to the contrary, in the event that such written
notice is given prior to April 1, 1996, and the liabilities and obligations of
the Company under the Credit Agreement have not been paid in full prior to the
giving of such notice, the right to exercise this Warrant, in whole or in part,
with respect to the Additional Warrant Shares shall vest in the Registered
Holder upon the giving of such written notice and such right shall terminate
upon the termination of such 60 day period.
5. Adjustment of Exercise Price Upon Issuance of
Additional Shares of Common Stock.
(a) In the event the Company shall, at any time after the date
hereof and prior to the first anniversary of the date hereof, issue Additional
Shares of Common Stock (as defined
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in Section G-4(i)(i) of the Certificate (including Additional Shares of Common
Stock deemed to be issued pursuant to Section G- 4(i)(iii) of the Certificate,
but excluding shares issued as a dividend or combination as provided in Section
3 hereof), without consideration or for a consideration per share less than the
applicable Exercise Price in effect on the date of and immediately prior to such
issue, then and in such event, such Exercise Price shall be reduced,
concurrently with such issue, to the consideration per share received by the
Company for the issue of the Additional Shares of Common Stock (determined
pursuant to Section G-4(i)(v) of the Certificate), or par value in the case of
issuance for no consideration.
(b) In the event the Company shall at any time on or after the
first anniversary of the date hereof issue Additional Shares of Common Stock
(including Additional Shares of Common Stock deemed to be issued pursuant to
Section G-4(i)(iii) of the Certificate, but excluding shares issued as a
dividend or combination as provided in Section 3 hereof), without consideration
or for a consideration per share less than the applicable Exercise Price in
effect on the date of and immediately prior to such issue, then and in such
event, such Exercise Price shall be reduced, concurrently with such issue, to a
price (calculated to the nearest cent) determined by multiplying such Exercise
Price by a fraction, (A) the numerator of which shall be (1) the number of
shares of Common Stock outstanding immediately prior to such issue plus (2) the
number of shares of Common Stock which the aggregate consideration received or
to be received by the Company for the total number of Additional Shares of
Common Stock so issued would purchase at the Exercise Price in effect
immediately prior to such issue; and (B) the denominator of which shall be the
number of shares of Common Stock outstanding immediately prior to such issue
plus the number of such Additional Shares of Common Stock so issued; provided
that, (i) for the purpose of this Section 5, all shares of Common Stock issuable
upon exercise or conversion of Options (as defined in Section G-4(i)(i) of the
Certificate) or Convertible Securities (as defined in Section G-4(i)(i) of the
Certificate) outstanding immediately prior to such issue shall be deemed to be
outstanding (other than shares excluded from the definition of "Additional
Shares of Common Stock" by virtue of clause (IV) of Section G-4(i)(i)(D) of the
Certificate), and (ii) the number of shares of Common Stock deemed issuable upon
conversion of such outstanding Options and Convertible Securities shall not give
effect to any adjustments to the conversion price or conversion rate of such
Options or Convertible Securities resulting from the issuance of Additional
Shares of Common Stock that is the subject of this calculation.
Upon any adjustment of the Exercise Price as provided in this
Section, the holder hereof shall thereafter be
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entitled to purchase, at the Exercise Price resulting from such adjustment, the
number of shares of Common Stock obtained by multiplying the number of shares of
Common Stock purchasable hereunder immediately prior to such adjustment by a
fraction (A) the numerator of which shall be the Exercise Price in effect
immediately prior to such adjustment and (B) the denominator of which shall be
the Exercise Price resulting from such adjustment.
Notwithstanding the foregoing, the applicable
Exercise Price shall not be so reduced at such time if the amount of such
reduction would be an amount less than $.05, but any such amount shall be
carried forward and reduction with respect thereto made at the time of and
together with any subsequent reduction which, together with such amount and any
other amount or amounts so carried forward, shall aggregate $.05 or more.
6. Notice of Adjustments. Immediately upon any increase or
decrease in the number of shares of Common Stock purchasable upon exercise of
this Warrant, the Company will send written notice thereof to all Registered
Holders, stating the adjusted Exercise Price and the increased or decreased
number of shares purchasable upon exercise of this Warrant and setting forth in
reasonable detail the method of calculation for such adjustment and increase or
decrease. When appropriate, such notice may be given in advance and included as
part of any notice required to be given pursuant to Section 7 below.
7. Prior Notice as to Certain Events. In case at any time:
(a) the Company shall pay any dividend payable
in stock upon its Common Stock or make any distribution (other than cash
dividends) to the holders of its Common Stock; or
(b) the Company shall offer for subscription pro
rata to the holders of its Common Stock any additional shares of
stock of any class or any other rights; or
(c) there shall be any reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with another corporation or a sale or disposition of all or
substantially all its assets; or
(d) there shall be an amendment to the
Certificate of Incorporation of the Company; or
(e) the shareholders shall amend the By-Laws of
the Company; or
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(f) the Company proposes to offer of its Common
Stock in a public offering; or
(g) there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;
then, in each of said cases, the Company shall give prior written notice, by
registered mail, postage prepaid, return receipt requested, addressed to the
Registered Holder of this Warrant at the address of such holder as shown on the
books of the Company, of the date on which (i) the books of the Company shall
close or a record shall be taken for such stock dividend, distribution,
subscription rights or shareholder vote or (ii) such reorganization,
reclassification, consolidation, merger, sale, amendment, public offering,
dissolution, liquidation or winding up shall take place, as the case may be. A
copy of each such notice shall be sent simultaneously to each transfer agent of
the Company's Common Stock. Such notice shall also specify the date as of which
the holders of the Common Stock of record shall participate in said dividend,
distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, as the case may be. Such written notice shall be
given at least 20 days prior to the action in question and not less than 20 days
prior to the record date or the date on which the Company's transfer books are
closed in respect thereto.
8. Registration Rights. The Registered Holder of the
Warrant Stock issued upon exercise of the Warrant shall be
entitled to all rights granted pursuant to the Registration
Rights Agreement of even date herewith and agrees to be bound by
all of the obligations and limitations thereof.
9. Reservation of Common Stock. The Company will at all times
reserve and keep available, free from preemptive or other rights of third
parties, for issuance upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as will be sufficient to permit
the exercise in full of all outstanding Warrants, and upon such issuance such
shares of Common Stock will be validly issued, fully paid and nonassessable and
free from preemptive or other rights of third parties.
10. No Voting Rights; Limitations of Liability. This
Warrant will not entitle the holder hereof to any voting rights
or other rights as a stockholder of the Company. No provision of
this Warrant, in the absence of affirmative action by the
Registered Holder to purchase shares of Warrant Stock, and no
enumeration in this Warrant of the rights or privileges of the
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Registered Holder, will give rise to any liability of such Holder for the
Exercise Price of Warrant Stock acquirable by exercise hereof or as a
stockholder of the Company.
11. Warrant Transferable.
(a) Subject to the transfer conditions referred
to in paragraph (b) below, this Warrant and all rights hereunder and all Warrant
Stock shall be transferable, in whole or in part, to any Person. Such Person
shall agree to be bound by the terms of that certain Registration Rights
Agreement.
(b) The Registered Holder of this Warrant
acknowledges that this Warrant has not been registered under the Securities Act
of 1933, as amended (the "Act") or under state securities or "blue sky" laws.
Except as permitted under applicable federal and state securities or "blue sky"
laws, these securities and all Warrant Stock may not be sold, offered for sale,
pledged, hypothecated, assigned or otherwise disposed of in the absence of an
effective registration under the Act, and under all applicable state securities
or "blue sky" laws or an opinion of counsel or other proof reasonably
satisfactory to the Company that such registration is not required.
12. Warrant Exchangeable for Different Denominations. This
Warrant is exchangeable, upon the surrender hereof by the Registered Holder at
the principal office of the Company, for new Warrants of like tenor representing
in the aggregate the purchase rights hereunder, and each of such new Warrants
will represent such portion of such rights as is designated by the Registered
Holder at the time of such surrender. The date the Company initially issues this
Warrant will be deemed to be the "Date of Issuance" of this Warrant regardless
of the number of times new certificates representing the unexpired and
unexercised rights formerly represented by this Warrant are issued. The Company
shall prepare, issue and deliver at its own expense such new Warrants.
13. No Impairment. The Company shall not by any action, including,
without limitation, amending its certificate of incorporation or through any
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, winding up, issue or sale of securities or any other
voluntary action, avoid or seek in bad faith to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder
against impairment.
Upon the request of the Holder, the Company will
at any time during the period this Warrant is outstanding
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acknowledge in writing, in form satisfactory to Xxxxxx, the continuing validity
of this Warrant and the obligations of the Company hereunder.
14. Termination. Subject to Sections 4 and 7, all rights
to purchase Warrant Stock under this Warrant terminate
immediately upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company.
15. Miscellaneous.
15.1 Amendment and Waiver. Except as otherwise provided
herein, the provisions of the Warrants may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Registered Holders of Warrants representing at least 50% of the shares of
Warrant Stock obtainable upon the exercise of the Warrants outstanding at the
time of such consent.
15.2 Notices. Any notices required to be sent to a Registered
Holder will be delivered to the address of such Registered Holder shown on the
books of the Company. All notices referred to herein will be delivered in person
or sent by registered mail, postage prepaid, return receipt requested, and will
be deemed to have been given when received.
15.3 Descriptive Headings; Governing Law. The descriptive
headings of the paragraphs of this Warrant are inserted for convenience only and
do not constitute a part of this Warrant. The construction, validity and
interpretation of this Warrant will be governed by the laws of the State of New
York, without regard to principles of conflicts or choice of law.
15.4 Lost, Stolen, Destroyed or Mutilated Warrant. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or
destruction, of an indemnity satisfactory to it, and, in the case of mutilation
upon surrender and cancellation of this Warrant, the Company will execute and
deliver a new Warrant of like tenor and date, upon reimbursement to the Company
for all reasonable expense incidental thereto. Any such new Warrant executed and
delivered pursuant to this section shall constitute a contractual obligation on
the part of the Company, whether or not this Warrant (so lost, stolen, destroyed
or mutilated) shall thereafter at any time be enforced by anyone, provided that
the indemnification provided pursuant to this section shall not be effected.
15.5 Registered Holder. (a) Notwithstanding any other
provision of this Warrant, if The Chase Manhattan Bank, N.A.
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("Chase") or any Affiliate thereof is the Registered Holder, Chase and its
affiliates may exercise this Warrant solely to the extent such exercise would
not result in Chase and its Affiliates holding, directly or indirectly, in
excess of 4.99% of the outstanding Common Stock of the Company (such
determination to be made by Chase), except for an exercise in connection with
(i) a widely dispersed public offering of the Warrant Stock, (ii) a sale of the
Warrant Stock in to the secondary market pursuant to the transaction and volume
limitations of Rule 144 under the Act (irrespective of holding periods), or
(iii) a private placement or sale, including pursuant to Rule 144A under the
Act, so long as the transferee and its affiliates do not collectively acquire
from such Registered Holder more than 2% of the Common Stock of the Company
pursuant to such transfer.
15.6 Capitalization. As of the date hereof, there are
outstanding 8,552,963 shares of Common Stock, of which 302,777 shares are held
in treasury, and 328,569 shares of preferred stock, which are convertible into
6,571,380 shares of Common Stock.
15.7 Undertakings. Chase covenants with the Company that it
will not exercise or attempt to exercise influence over the management or
policies of the Company in connection with this Warrant or any shares of stock
for which this Warrant may be exercised.
15.8 Shareholder Communications. The Company will provide
the Registered Holder with copies of all written communications distributed to
shareholders generally.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal.
U.S. HOMECARE CORPORATION
By: _____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
Acknowledged and agreed as
to Section 15.7 of this Warrant.
THE CHASE MANHATTAN BANK, N.A.
By: _____________________________
Name:
Title:
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EXHIBIT I
EXERCISE AGREEMENT
To:
Dated:
The undersigned, pursuant to the provisions set forth in the
attached Warrant (No. __), hereby irrevocably elects to purchase _____ shares of
the Common Stock covered by such Warrant and herewith makes payment of $_____,
representing the full purchase price for such shares at the price per share
provided for in such Warrant. In lieu of paying such purchase price, I will/will
not make a cashless exercise pursuant to Section 2.2 of the attached Warrant.
The Common Stock shall be issued to ____________. Unless the
attached Warrant has expired or all of the purchase rights represented thereby
have been exercised, a new Warrant, substantially identical to the attached
Warrant, representing the rights formerly represented by the attached Warrant
which have not expired or been exercised shall be issued to _____________.
Signature__________________________
Address:___________________________
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EXHIBIT II
ASSIGNMENT FORM
FOR VALUE RECEIVED, ________________________________ hereby
sells, assigns and transfers all of the rights of the undersigned under the
attached Warrant (No.______ ) with respect to the number of shares of Common
Stock covered thereby set forth below, unto:
Name of Assignee Address No. of Shares
Dated: Signature___________________________
___________________________
Witness ___________________________
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