Exhibit 4.1
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS
WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SUCH
ACT OR, AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY
SATISFACTORY TO COUNSEL TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
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I-TRAX, INC.
ONE XXXXX SQUARE
000 X. 00XX XXXXXX, XXXXX 0000
XXXXXXXXXXXX, XX 00000
PHONE NO.: (000) 000-0000
FAX NO.: (000) 000-0000
STOCK PURCHASE WARRANT
Warrant No.: H-____ Right to Purchase: _______
Date:
THIS CERTIFIES THAT, for value received, ______________ (the "Holder"),
is entitled to purchase from I-TRAX, INC., a Delaware corporation (the
"Company"), at any time from __________ until 5:00 p.m. (EST) on ___________ [5
years] ______________ [number] fully paid and nonassessable shares of the
Company's common stock, par value $0.001 per share ("Common Stock"), at an
exercise price of $3.00 per share, as adjusted.
1. Subscription Agreement. The Company is issuing this Warrant to
the Holder pursuant to a Subscription Agreement under a
confidential private placement. This Warrant constitutes part of
a unit subscribed to by the Holder in the Subscription
Agreement.
2. Exercise.
(a) To exercise this Warrant or any part of this Warrant, the
Holder must deliver to the Company (collectively, the "Exercise
Documentation"): (i) a completed exercise agreement a form of which is
attached; (ii) this Warrant; and (iii) a check payable to the Company
in an amount equal to the product of the exercise price and the number
of shares the Holder desires to purchase. The Company will, without
charge, issue certificates for shares of Common Stock purchased upon
exercise of this Warrant within five days after receipt of the
Exercise Documentation. Unless this Warrant has expired, or all of the
purchase rights represented by this Warrant have been exercised, the
Company will also prepare a new Warrant, substantially identical to
this Warrant, representing the rights formerly represented by this
Warrant which have not expired or been exercised.
(b) If, but only if, at any time after one year from the date
of issuance of this Warrant there is no effective registration
statement registering the resale of the Common Stock underlying this
Warrant by the Holder, this Warrant may also be exercised, in whole or
in part, at such time by means of a "cashless exercise" in which the
Holder will be entitled to receive a certificate for the number of
shares of Common Stock equal to the quotient obtained by dividing
[(A-B) (X)] by (A), where:
(A) = the closing bid price on the trading day preceding
the date on which the Company receives the Exercise
Documentation;
(B) = the exercise price of this Warrant, as adjusted; and
(X) = the number of shares of Common Stock issuable upon
exercise of this Warrant in accordance with the terms
of this Warrant.
3. Reservation of Shares. The Company will at all times reserve and
keep available for issuance upon the exercise of this Warrant
such number of its authorized but unissued shares of Common
Stock as will be sufficient to permit the exercise in full of
this Warrant, and upon such issuance such shares of Common Stock
will be validly issued, fully paid and nonassessable.
4. No Stockholder Rights. This Warrant does not and will not
entitle the Holder to any voting rights or other rights as a
stockholder of the Company.
5. Certain Adjustments.
(a) Stock Splits, etc. The number and kind of securities
purchasable upon the exercise of this Warrant and the exercise price is
subject to adjustment from time to time upon the happening of any of
the following. In case the Company (i) pays a dividend in shares of
Common Stock or makes a distribution in shares of Common Stock to
holders of its outstanding Common Stock, (ii) subdivides its
outstanding shares of Common Stock into a greater number of shares,
(iii) combines its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (iv) issues any shares of its
capital stock in a reclassification of the Common Stock, then the
number of shares purchasable upon exercise of this Warrant immediately
prior thereto will be adjusted so that the Holder will be entitled to
receive the kind and number of shares or other securities of the
Company which it would have owned or have been entitled to receive had
this Warrant been exercised in advance thereof. Upon each such
adjustment of the kind and number of shares or other securities of the
Company which are purchasable hereunder, the Holder will thereafter be
entitled to purchase the number of shares or other securities resulting
from such adjustment at an exercise price per share or other security
obtained by multiplying the exercise price in effect immediately prior
to such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment and dividing by the number of
shares or other securities of the Company resulting from such
adjustment. An adjustment made pursuant to this paragraph will become
effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
(b) Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company reorganizes its capital,
reclassifies its capital stock, consolidates or merges with or into
another corporation (where the Company is not the surviving corporation
or where there is a change in or distribution with respect to the
Common Stock of the Company), or sells, transfers or otherwise disposes
of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets,
shares of common stock of the successor or acquiring corporation, or
any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or
distributed to the holders of Common Stock of the Company, then the
Holder will have the right thereafter to receive upon exercise of this
Warrant, the number of shares of common stock of the successor or
acquiring corporation or Common Stock of the Company, if it is the
surviving corporation, and Other Property receivable upon or as a
result of such reorganization, reclassification, merger, consolidation
or disposition of assets if this Warrant had been exercised immediately
prior to such reorganization, reclassification, merger, consolidation
or disposition of assets. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the
successor or acquiring corporation (if other than the Company) will
expressly assume the due and punctual observance and performance of
each and every covenant and condition of this Warrant to be performed
and observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed appropriate
(as determined in good faith by resolution of the Board of Directors of
the Company) in order to provide for adjustments of shares for which
this Warrant is exercisable which will be as nearly equivalent as
practicable to the adjustments provided for in this Section. For
purposes of this Section, "common stock of the successor or acquiring
corporation" will include stock of such corporation of any class which
is not preferred as to dividends or assets over any other class of
stock of such corporation and which is not subject to redemption and
will also include any evidences of indebtedness, shares of stock or
other securities which are convertible into or exchangeable for any
such stock, either immediately or upon the arrival of a specified date
or the happening of a specified event and any warrants or other rights
to subscribe for or purchase any such stock. The foregoing provisions
of this Section will similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.
6. Notices of Adjustment. Whenever the number of shares or number
or kind of securities or other property purchasable upon the
exercise of this Warrant or the exercise price is adjusted, as
herein provided, the
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Company will give notice thereof to the Holder, which notice
will state the number of shares (and other securities or
property) purchasable upon the exercise of this Warrant and the
exercise price of such shares (and other securities or property)
after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the
computation by which such adjustment was made.
7. Notice of Corporate Action. If at any time:
(a) the Company takes a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences
of its indebtedness, any shares of stock of any class or any other
securities or property, or to receive any other right, or
(b) there is any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company or any consolidation or merger of the Company with, or any
sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or,
(c) there is a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of such cases, the Company will give to Holder (i) at
least 20 days' prior written notice of the date on which a record date is
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same will take place. Such
notice in accordance with the foregoing clause also will specify (i) the date on
which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock will be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock will be
entitled to exchange their shares for securities or other property deliverable
upon such disposition, dissolution, liquidation or winding up. Each such written
notice will be sufficiently given if addressed to Holder at the last address of
Holder appearing on the books of the Company and delivered in accordance with
Section 7.
8. Right to Redeem. If the closing price of Common Stock, as reported
by the American Stock Exchange or such other exchange or quotation service on
which the Common Stock may be traded following the issuance of this Warrant, is
$9.00 [3x exercise price as adjusted for any stock splits or reverse splits] or
more for a period of 10 consecutive trading days, and the warrant shares have
been and are registered for immediate resale by the Holder, the Company may,
within 10 days of the last such trading day, deliver to the Holder, at the
Holder address as on file with the Company, written notice of the Company's
intent to redeem this Warrant for a price of $.05 for each share then issuable
upon the exercise of this Warrant. The Holder will then have a period of 30 days
following receipt of such notice to exercise this Warrant in accordance with its
terms. If the Holder does not exercise this Warrant within the period of 30 days
specified in the preceding sentence, this Warrant will be deemed to have been
redeemed by the Company and Holder will only be entitled to receive from the
Company the redemption price of $.05 for each share of Common Stock which would
have been issuable upon the exercise of this Warrant immediate prior to its
deemed redemption.
9. Governing Law. The construction, validity and interpretation of this
Warrant will be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal.
I-TRAX, INC.
By:_________________________________
Name: Xxxxx X.Xxxxxx
Title: Chairman and CEO
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(Corporate Seal)
Attest:
____________________________________
Secretary
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