Exhibit 10.11
Panoramic Care Manager, Inc.
FORM OF WARRANT AGREEMENT
This Warrant Agreement is made and entered into by and between Panoramic
Care Manager, Inc., a Colorado corporation (the "Company") and Bolder Venture
Partners, LLC, a Colorado limited liability company ("BVP") as of the ___ day of
_______, 1999.
RECITALS
WHEREAS, pursuant to an Amended Consulting Agreement between the Company
and BVP, the Company has agreed to grant BVP rights to purchase 200,000 shares
of the Company's common stock as compensation for services rendered under the
Amended Consulting Agreement; and
WHEREAS, the Board of Directors of the Company has authorized the issuance
of this Stock Purchase Warrant to evidence the aforesaid rights as so modified.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, and for other good and valuable consideration, the
Company and BVP agree as follows:
1. GRANT OF WARRANTS. The Company hereby grants to BVP the right to
purchase an aggregate of up to 200,000 shares (such number being subject to
adjustment as provided in paragraph 6 hereof) (the "Warrants") of common stock
of the Company (the "Stock") on the terms and conditions herein set forth. The
Warrants may be exercised in whole or in part and from time to time as
hereinafter provided.
2. PURCHASE PRICE. The price at which BVP shall be entitled to purchase
the Stock shall be $.25 per share.
3. EXERCISE OF WARRANTS. The Warrants may be exercised immediately as to
all or any part thereof at any time and from time to time through the Expiration
Date (in not less than one hundred (100) share increments) by delivery to the
Company of written notice of exercise and payment of the purchase price as
provided in paragraph 5 hereof.
4. EXPIRATION OF WARRANTS. The Warrants hereby granted shall be and shall
remain in force and effect until the normal close of business of the Company,
the earlier of September 30, 2003 or the day prior to the public offering of the
common stock of the Company through the facilities of the Vancouver Stock
Exchange (the "Expiration Date").
5. METHOD OF EXERCISING WARRANTS. Subject to the terms and conditions of
this Warrant Agreement, the Warrants may be exercised by timely delivery to the
Company of written notice, which notice shall be effective on the date received
by the Company (the "Effective Date"). The notice shall state BVP's election to
exercise the Warrants, the number of shares in respect of which an election to
exercise has been made, and the exact name or names in which the shares will be
registered. Such notice shall be signed by BVP and shall be accompanied by
payment of the purchase price of such shares in cash or certified or cashier's
check in the amount of the full purchase price (the number of shares being
purchased multiplied by the price per share). In the event the Warrants shall be
exercised by a person or persons other than BVP, such notice shall be signed by
such other person or persons and shall be accompanied by proof acceptable to the
Company of the legal right of such person or persons to exercise the Warrants.
All shares delivered by the Company upon exercise of the Warrants as provided
herein shall be fully paid and nonassessable upon delivery.
6. ADJUSTMENTS IN NUMBER OF SHARES AND WARRANT PRICE. If any change is
made to the Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made to the number and the
purchase price per share in effect under the Warrants. Such adjustments to the
Warrants shall be effected in a manner that shall preclude the enlargement or
dilution of rights and benefits under such options. Any adjustments determined
by the Company shall be final, binding and conclusive.
If the Company shall be the surviving or resulting corporation in any
merger or consolidation, the Warrants granted hereunder shall pertain to and
apply to the securities or rights to which a holder of the number of shares of
Stock subject to the Warrants would have been entitled. BVP shall be entitled to
at least 20 days' prior written notice of any dissolution or liquidation of the
Company, or a merger or consolidation in which the Company is not the surviving
or resulting corporation.
7. DELIVERY OF SHARES. No shares of Stock shall be delivered upon exercise
of the Warrants until (i) the purchase price shall have been paid in full in the
manner herein provided; (ii) applicable taxes required to be withheld, if any,
have been paid or withheld in full; (iii) approval of any governmental authority
required in connection with the Warrants, or the issuance of shares thereunder,
has been received by the Company; and (iv) if required by the Company, BVP has
delivered to the Company an investment letter in form and content satisfactory
to the Company as provided in paragraph 8 hereof.
8. SECURITIES ACT. The Company shall not be required to deliver any shares
of Stock pursuant to the exercise of all or any part of the Warrants if, in the
opinion of counsel for the Company, such issuance would violate the Securities
Act of 1933 (the "1933 Act") or any other applicable federal or state securities
laws or regulations. The Company may require that BVP, prior to the issuance of
any such shares pursuant to exercise of the Warrants, sign and deliver to the
Company a written statement ("Investment Letter") stating (i) that BVP is
purchasing the
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shares for investment and not with a view to the sale or distribution thereof;
(ii) that BVP will not sell any shares received upon exercise of the Warrants
except pursuant to an effective registration statement under the 1933 Act or an
applicable exemption from the requirements for such registration; and (iii)
containing such other terms and conditions as counsel for the Company may
reasonably require to assure compliance with the 1933 Act or other applicable
federal or state securities laws and regulations. Such Investment Letter shall
be in form and content acceptable to the Company in its sole discretion.
If shares of Stock or other securities issuable pursuant to the exercise
of the Warrants have not been registered under the 1933 Act or other applicable
federal or state securities laws or regulations, such shares shall bear a legend
restricting the transferability thereof, such legend to be substantially in the
following form:
The shares represented by this certificate have not been registered or
qualified under federal or state securities laws. The shares may not be
offered for sale, sold, pledged or otherwise disposed of unless so
registered or qualified, unless an exemption exists or unless such
disposition is not subject to the federal or state securities laws, and
the availability of any exemption or the inapplicability of such
securities laws must be established by an opinion of counsel, which
opinion and counsel shall both be reasonably satisfactory to the Company.
9. GOVERNING LAW. This Warrant Agreement shall be interpreted and
administered under the laws of the State of Colorado.
10. AMENDMENTS. This Warrant Agreement may be amended only by a written
agreement executed by the Company and BVP.
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IN WITNESS WHEREOF, the Company and BVP have caused this Warrant Agreement
to be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.
Panoramic Care Manager, Inc.
By:___________________________________
Name:
Title:
Bolder Venture Partners, LLC
By:___________________________________
Name:
Title:
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