EXHIBIT 6
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT
Warrant No. PA-3 Right to Purchase 668,905 Shares of
Series A Convertible Preferred
Stock of MedPlus, Inc.
MedPlus, Inc.
Void after June 25, 2009
1. Issuance. This Warrant is issued to Xxxxxx Xxxxxxx Strategic
--------
Partners Fund, L.P. by MedPlus, Inc., an Ohio corporation (hereinafter with its
successors called the "Company").
2. Purchase Price; Number of Shares. Subject to the terms and
--------------------------------
conditions hereinafter set forth, the registered holder of this Warrant (the
"Holder"), commencing on the Effective Date (as defined below), is entitled upon
surrender of this Warrant with the subscription form annexed hereto duly
executed, at the office of the Company, 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000, or such other office as the Company shall notify the
Holder of in writing, to purchase from the Company at a price per share (the
"Purchase Price") of $1.66, 668,905 fully paid and nonassessable shares of
Series A Convertible Preferred Stock, $.01 par value, of the Company (the
"Series A Preferred Stock"). Until such time as this Warrant is exercised in
full or expires, the Purchase Price and the securities issuable upon exercise of
this Warrant are subject to adjustment as hereinafter provided. "Effective
Date" shall mean the first day after the date hereof on which the Fair Market
Value (as defined below) of one share of the Common Stock, no par value, of the
Company (the "Common Stock") equals or exceeds $7.17 (adjusted appropriately to
reflect the occurrence of any (i) subdivision, by stock split, stock dividend or
otherwise, of shares of Common Stock into a greater number of shares, or (ii)
combination of shares of Common stock into a smaller number of shares).
For purposes of this Preferred Stock Purchase Warrant, "Fair Market
Value" of a share of Common Stock on any specified date shall mean:
(i) If shares of the Company's Common Stock are traded on an
exchange or are quoted on the Nasdaq National Market, the average of the last
reported sale price of the Common Stock on the twenty trading days before such
date;
(ii) If shares of the Company's Common Stock are not traded on an
exchange or on the Nasdaq National Market but are traded in the over-the-counter
market, the mean of the last bid and asked prices reported on the twenty trading
days before such date (1) by the Nasdaq or (2) if reports are unavailable under
clause (1) by the National Quotation Bureau Incorporated; and
-2-
(iii) If shares of the Company's Common Stock are not publicly
traded, then as determined in good faith by the Board of Directors upon review
of relevant factors.
3. Payment of Purchase Price. The Purchase Price may be paid (i) in cash
-------------------------
or by check, (ii) by the surrender by the Holder to the Company of any
promissory notes or other obligations issued by the Company, with all such notes
and obligations so surrendered being credited against the Purchase Price in an
amount equal to the principal amount thereof plus accrued interest to the date
of surrender, (iii) through delivery by the Holder to the Company of shares of
Common Stock, with such shares of Common Stock being credited against the
Purchase Price in an amount equal to the Fair Market Value thereof on the date
of surrender, (iv) through delivery by the Holder to the Company of other
securities issued by the Company, with such securities being credited against
the Purchase Price in an amount equal to the fair market value thereof, as
determined in good faith by the Board of Directors of the Company (the "Board"),
or (v) by any combination of the foregoing. The Board shall promptly respond in
writing to an inquiry by the Holder as to the fair market value of any
securities the Holder may wish to deliver to the Company pursuant to clause (iv)
above.
4. Net Issue Election. The Holder may elect to receive, without the
------------------
payment by the Holder of any additional consideration, shares equal to the value
of this Warrant or any portion hereof by the surrender of this Warrant or such
portion to the Company, with the net issue election notice annexed hereto duly
executed, at the office of the Company. Thereupon, the Company shall issue to
the Holder such number of fully paid and nonassessable shares of Series A
Preferred Stock as is computed using the following formula:
X = Y (A-B)
-------
A
where
X = the number of shares to be issued to the Holder pursuant to this
Section 4.
Y = the number of shares covered by this Warrant in respect of which
the net issue election is made pursuant to this Section 4.
A = the fair market value of one share of Series A Preferred Stock,
as determined in good faith by the Board, as at the time the net
issue election is made pursuant to this Section 4.
B = the Purchase Price in effect under this Warrant at the time the
net issue election is made pursuant to this Section 4.
The Board shall promptly respond in writing to an inquiry by the Holder as to
the fair market value of one share of Series A Preferred Stock.
5. Partial Exercise. This Warrant may be exercised in part, and the
----------------
Holder shall be entitled to receive a new warrant, which shall be dated as of
the date of this Warrant, covering the number of shares in respect of which this
Warrant shall not have been exercised.
6. Issuance Date. The person or persons in whose name or names any
-------------
certificate representing shares of Series A Preferred Stock is issued hereunder
shall be deemed to have become the
-3-
holder of record of the shares represented thereby as at the close of business
on the date this Warrant is exercised with respect to such shares, whether or
not the transfer books of the Company shall be closed.
7. Expiration Date; Automatic Exercise. This Warrant shall expire at the
---------------
close of business on June 25, 2009, and shall be void thereafter.
Notwithstanding the foregoing, this Warrant shall automatically be deemed to be
exercised in full pursuant to the provisions of Section 4 hereof, without any
further action on behalf of the Holder, immediately prior to the time this
Warrant would otherwise expire pursuant to the preceding sentence.
8. Reserved Shares; Valid Issuance. The Company covenants that it will at
-------------------------------
all times from and after the date hereof reserve and keep available such number
of its authorized shares of Series A Preferred Stock and Common Stock free from
all preemptive or similar rights therein, as will be sufficient to permit,
respectively, the exercise of this Warrant in full and the conversion into
shares of Common Stock of all shares of Series A Preferred Stock receivable upon
such exercise. The Company further covenants that such shares as may be issued
pursuant to such exercise and conversion will, upon issuance, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof.
9. Stock Dividends. If after the date hereof the Company shall subdivide
---------------
the Series A Preferred Stock, by split-up or otherwise, or combine the Series A
Preferred Stock, or issue additional shares of Series A Preferred Stock in
payment of a stock dividend on the Series A Preferred Stock, the number of
shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination, and the Purchase Price
shall forthwith be proportionately decreased in the case of a subdivision or
stock dividend, or proportionately increased in the case of a combination.
10. Mergers and Reclassifications. If after the date hereof there shall be
-----------------------------
any reclassification, capital reorganization or change of the Series A Preferred
Stock (other than as a result of a subdivision, combination or stock dividend
provided for in Section 9 hereof), or any consolidation of the Company with, or
merger of the Company into, another corporation or other business organization
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or change of the
outstanding Series A Preferred Stock), or any sale or conveyance to another
corporation or other business organization of all or substantially all of the
assets of the Company, then, as a condition of such reclassification,
reorganization, change, consolidation, merger, sale or conveyance, lawful
provisions shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the
Holder shall thereafter have the right to purchase, at a total price not to
exceed that payable upon the exercise of this Warrant in full, the kind and
amount of shares of stock and other securities and property receivable upon such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Series A Preferred Stock which
might have been purchased by the Holder immediately prior to such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance (or, if there are no holders of Series A Preferred Stock at such
time, by a holder of the number of shares of Common Stock which might have been
acquired by the Holder immediately prior to such reclassification,
reorganization, change, consolidation, merger, sale or conveyance upon the
exercise of this Warrant in full and the conversion into shares of Common Stock
of all shares of Series A Preferred Stock receivable upon such exercise), and in
any such case appropriate provisions shall be made with respect to the rights
and interest of the Holder to the end that the provisions hereof (including
without limitation, provisions for the adjustment of the Purchase Price and the
number of shares issuable
-4-
hereunder) shall thereafter be applicable in relation to any shares of stock or
other securities and property thereafter deliverable upon exercise hereof.
11. Fractional Shares. In no event shall any fractional share of Series A
-----------------
Preferred Stock be issued upon any exercise of this Warrant. If, upon exercise
of this Warrant as an entirety, the Holder would, except as provided in this
Section 11, be entitled to receive a fractional share of Series A Preferred
Stock, then the Company shall issue the next higher number of full shares of
Series A Preferred Stock, issuing a full share with respect to such fractional
share.
12. Certificate of Adjustment. Whenever the Purchase Price is adjusted, as
-------------------------
herein provided, the Company shall promptly deliver to the Holder a certificate
of a firm of independent public accountants setting forth the Purchase Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.
13. Notices of Record Date, Etc. In the event of:
---------------------------
(a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right,
(b) any reclassification of the capital stock of the Company, capital
reorganization of the Company, consolidation or merger involving the Company, or
sale or conveyance of all or substantially all of its assets, or
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company,
then and in each such event the Company will mail or cause to be mailed to the
Holder a notice specifying (i) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
any such reclassification, reorganization, consolidation, merger, sale or
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record in respect of
such event are to be determined. Such notice shall be mailed at least 20 days
prior to the date specified in such notice on which any such action is to be
taken.
14. Other Warrants. This Warrant is one of a series of warrants
--------------
(collectively, the "Warrants") that were originally issued by the Company on
June 25, 1999 pursuant to an Amended and Restated Securities Purchase Agreement
(the "Securities Purchase Agreement"), dated June 8, 1999, among the Company and
the other parties thereto. All capitalized terms not defined herein shall have
the meanings assigned to them in the Securities Purchase Agreement.
15. Amendment. The terms of this Warrant may be amended, modified or
---------
waived only with the written consent of the Company and the holders of Warrants
representing at least two-thirds of the number of shares of Series A Preferred
Stock then issuable upon the exercise of the Warrants. No such amendment,
modification or waiver shall be effective as to this Warrant unless the terms of
such amendment, modification or waiver shall apply with the same force and
effect to all of the other Warrants then outstanding.
-5-
16. Warrant Register; Transfers, Etc.
---------------------------------
(a) The Company will maintain a register containing the names and
addresses of the registered holders of the Warrants. The Holder may change its
address as shown on the warrant register by written notice to the Company
requesting such change. Any notice or written communication required or
permitted to be given to the Holder may be given by certified mail or delivered
to the Holder at its address as shown on the warrant register.
(b) Subject to compliance with applicable federal and state
securities laws, this Warrant may be transferred by the Holder with respect to
any or all of the shares purchasable hereunder. Upon surrender of this Warrant
to the Company, together with the assignment hereof properly endorsed, for
transfer of this Warrant as an entirety by the Holder, the Company shall issue a
new warrant of the same denomination to the assignee. Upon surrender of this
Warrant to the Company, together with the assignment hereof properly endorsed,
by the Holder for transfer with respect to a portion of the shares of Series A
Preferred Stock purchasable hereunder, the Company shall issue a new warrant to
the assignee, in such denomination as shall be requested by the Holder hereof,
and shall issue to such Holder a new warrant covering the number of shares in
respect of which this Warrant shall not have been transferred.
(c) In case this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall issue a new warrant of like tenor and denomination
and deliver the same (i) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost,
stolen or destroyed, upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft or destruction of such Warrant (including a
reasonably detailed affidavit with respect to the circumstances of any loss,
theft or destruction) and of indemnity reasonably satisfactory to the Company,
provided, however, that so long as the original holder hereof is the registered
holder of this Warrant, no indemnity shall be required other than its written
agreement to indemnify the Company against any loss arising from the issuance of
such new warrant .
17. No Impairment. The Company will not, by amendment of its Articles of
-------------
Incorporation or through any reclassification, capital reorganization,
consolidation, merger, sale or conveyance of assets, dissolution, liquidation,
issue or sale of securities or any other voluntary action, avoid or seek 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 action as may be necessary or appropriate in order to
protect the rights of the Holder.
18. Governing Law. The provisions and terms of this Warrant shall be
-------------
governed by and construed in accordance with the internal laws of the State of
Ohio.
19. Successors and Assigns. This Warrant shall be binding upon the
----------------------
Company's successors and assigns and shall inure to the benefit of the Holder's
successors, legal representatives and permitted assigns.
-6-
20. Business Days. If the last or appointed day for the taking of any
-------------
action required or the expiration of any right granted herein shall be a
Saturday or Sunday or a legal holiday in Ohio, then such action may be taken or
right may be exercised on the next succeeding day which is not a Saturday or
Sunday or such a legal holiday.
Dated: June 25, 1999 MEDPLUS, INC.
(Corporate Seal) By:_________________________
Name
Attest: Title:
___________________________
-7-
Subscription
To: MedPlus, Inc. Date:_________________________
The undersigned hereby subscribes for __________ shares of Series A
Preferred Stock covered by this Warrant. The certificate(s) for such shares
shall be issued in the name of the undersigned or as otherwise indicated below:
____________________________
Signature
____________________________
Name for Registration
____________________________
Mailing Address
================================================================================
Net Issue Election Notice
To: MedPlus, Inc. Date:_______________________
The undersigned hereby elects under Section 4 to surrender the right to
purchase _______ shares of Series A Preferred Stock pursuant to this Warrant.
The certificate(s) for the shares issuable upon such net issue election shall be
issued in the name of the undersigned or as otherwise indicated below.
____________________________
Signature
____________________________
Name for Registration
____________________________
Mailing Address
-8-
Assignment
For value received ___________________________ hereby sells,
assigns and transfers unto ______________________________________
_________________________________________________________________
(Please print or typewrite name and address of Assignee)
_________________________________________________________________
the within Warrant, and does hereby irrevocably constitute and appoint
_______________________ its attorney to transfer the within Warrant on the books
of the within named Company with full power of substitution on the premises.
Dated:___________________
____________________________
In the Presence of:
_________________________
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT
Warrant No. PA-4 Right to Purchase 37,064 Shares of
Series A Convertible Preferred
Stock of MedPlus, Inc.
MedPlus, Inc.
Void after June 25, 2009
1. Issuance. This Warrant is issued to Strategic Associates, L.P. by
--------
MedPlus, Inc., an Ohio corporation (hereinafter with its successors called the
"Company").
2. Purchase Price; Number of Shares. Subject to the terms and
--------------------------------
conditions hereinafter set forth, the registered holder of this Warrant (the
"Holder"), commencing on the Effective Date (as defined below), is entitled upon
surrender of this Warrant with the subscription form annexed hereto duly
executed, at the office of the Company, 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000, or such other office as the Company shall notify the
Holder of in writing, to purchase from the Company at a price per share (the
"Purchase Price") of $1.66, 37,064 fully paid and nonassessable shares of Series
A Convertible Preferred Stock, $.01 par value, of the Company (the "Series A
Preferred Stock"). Until such time as this Warrant is exercised in full or
expires, the Purchase Price and the securities issuable upon exercise of this
Warrant are subject to adjustment as hereinafter provided. "Effective Date"
shall mean the first day after the date hereof on which the Fair Market Value
(as defined below) of one share of the Common Stock, no par value, of the
Company (the "Common Stock") equals or exceeds $7.17 (adjusted appropriately to
reflect the occurrence of any (i) subdivision, by stock split, stock dividend or
otherwise, of shares of Common Stock into a greater number of shares, or (ii)
combination of shares of Common stock into a smaller number of shares).
For purposes of this Preferred Stock Purchase Warrant, "Fair Market Value"
of a share of Common Stock on any specified date shall mean:
(i) If shares of the Company's Common Stock are traded on an exchange
or are quoted on the Nasdaq National Market, the average of the last reported
sale price of the Common Stock on the twenty trading days before such date;
(ii) If shares of the Company's Common Stock are not traded on an
exchange or on the Nasdaq National Market but are traded in the over-the-counter
market, the mean of the last bid and asked prices reported on the twenty trading
days before such date (1) by the Nasdaq or (2) if reports are unavailable under
clause (1) by the National Quotation Bureau Incorporated; and
-2-
(iii) If shares of the Company's Common Stock are not publicly
traded, then as determined in good faith by the Board of Directors upon review
of relevant factors.
3. Payment of Purchase Price. The Purchase Price may be paid (i) in cash
-------------------------
or by check, (ii) by the surrender by the Holder to the Company of any
promissory notes or other obligations issued by the Company, with all such notes
and obligations so surrendered being credited against the Purchase Price in an
amount equal to the principal amount thereof plus accrued interest to the date
of surrender, (iii) through delivery by the Holder to the Company of shares of
Common Stock, with such shares of Common Stock being credited against the
Purchase Price in an amount equal to the Fair Market Value thereof on the date
of surrender, (iv) through delivery by the Holder to the Company of other
securities issued by the Company, with such securities being credited against
the Purchase Price in an amount equal to the fair market value thereof, as
determined in good faith by the Board of Directors of the Company (the "Board"),
or (v) by any combination of the foregoing. The Board shall promptly respond in
writing to an inquiry by the Holder as to the fair market value of any
securities the Holder may wish to deliver to the Company pursuant to clause (iv)
above.
4. Net Issue Election. The Holder may elect to receive, without the
------------------
payment by the Holder of any additional consideration, shares equal to the value
of this Warrant or any portion hereof by the surrender of this Warrant or such
portion to the Company, with the net issue election notice annexed hereto duly
executed, at the office of the Company. Thereupon, the Company shall issue to
the Holder such number of fully paid and nonassessable shares of Series A
Preferred Stock as is computed using the following formula:
X = Y (A-B)
-------
A
where
X = the number of shares to be issued to the Holder pursuant to this
Section 4.
Y = the number of shares covered by this Warrant in respect of which
the net issue election is made pursuant to this Section 4.
A = the fair market value of one share of Series A Preferred Stock,
as determined in good faith by the Board, as at the time the net
issue election is made pursuant to this Section 4.
B = the Purchase Price in effect under this Warrant at the time the
net issue election is made pursuant to this Section 4.
The Board shall promptly respond in writing to an inquiry by the Holder as to
the fair market value of one share of Series A Preferred Stock.
5. Partial Exercise. This Warrant may be exercised in part, and the
----------------
Holder shall be entitled to receive a new warrant, which shall be dated as of
the date of this Warrant, covering the number of shares in respect of which this
Warrant shall not have been exercised.
6. Issuance Date. The person or persons in whose name or names any
-------------
certificate representing shares of Series A Preferred Stock is issued hereunder
shall be deemed to have become the
-3-
holder of record of the shares represented thereby as at the close of business
on the date this Warrant is exercised with respect to such shares, whether or
not the transfer books of the Company shall be closed.
7. Expiration Date; Automatic Exercise. This Warrant shall expire at the
-----------------------------------
close of business on June 25, 2009, and shall be void thereafter.
Notwithstanding the foregoing, this Warrant shall automatically be deemed to be
exercised in full pursuant to the provisions of Section 4 hereof, without any
further action on behalf of the Holder, immediately prior to the time this
Warrant would otherwise expire pursuant to the preceding sentence.
8. Reserved Shares; Valid Issuance. The Company covenants that it will at
-------------------------------
all times from and after the date hereof reserve and keep available such number
of its authorized shares of Series A Preferred Stock and Common Stock free from
all preemptive or similar rights therein, as will be sufficient to permit,
respectively, the exercise of this Warrant in full and the conversion into
shares of Common Stock of all shares of Series A Preferred Stock receivable upon
such exercise. The Company further covenants that such shares as may be issued
pursuant to such exercise and conversion will, upon issuance, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof.
9. Stock Dividends. If after the date hereof the Company shall subdivide
---------------
the Series A Preferred Stock, by split-up or otherwise, or combine the Series A
Preferred Stock, or issue additional shares of Series A Preferred Stock in
payment of a stock dividend on the Series A Preferred Stock, the number of
shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination, and the Purchase Price
shall forthwith be proportionately decreased in the case of a subdivision or
stock dividend, or proportionately increased in the case of a combination.
10. Mergers and Reclassifications. If after the date hereof there shall be
-----------------------------
any reclassification, capital reorganization or change of the Series A Preferred
Stock (other than as a result of a subdivision, combination or stock dividend
provided for in Section 9 hereof), or any consolidation of the Company with, or
merger of the Company into, another corporation or other business organization
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or change of the
outstanding Series A Preferred Stock), or any sale or conveyance to another
corporation or other business organization of all or substantially all of the
assets of the Company, then, as a condition of such reclassification,
reorganization, change, consolidation, merger, sale or conveyance, lawful
provisions shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the
Holder shall thereafter have the right to purchase, at a total price not to
exceed that payable upon the exercise of this Warrant in full, the kind and
amount of shares of stock and other securities and property receivable upon such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Series A Preferred Stock which
might have been purchased by the Holder immediately prior to such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance (or, if there are no holders of Series A Preferred Stock at such
time, by a holder of the number of shares of Common Stock which might have been
acquired by the Holder immediately prior to such reclassification,
reorganization, change, consolidation, merger, sale or conveyance upon the
exercise of this Warrant in full and the conversion into shares of Common Stock
of all shares of Series A Preferred Stock receivable upon such exercise), and in
any such case appropriate provisions shall be made with respect to the rights
and interest of the Holder to the end that the provisions hereof (including
without limitation, provisions for the adjustment of the Purchase Price and the
number of shares issuable hereunder)
-4-
shall thereafter be applicable in relation to any shares of stock or other
securities and property thereafter deliverable upon exercise hereof.
11. Fractional Shares. In no event shall any fractional share of Series A
-----------------
Preferred Stock be issued upon any exercise of this Warrant. If, upon exercise
of this Warrant as an entirety, the Holder would, except as provided in this
Section 11, be entitled to receive a fractional share of Series A Preferred
Stock, then the Company shall issue the next higher number of full shares of
Series A Preferred Stock, issuing a full share with respect to such fractional
share.
12. Certificate of Adjustment. Whenever the Purchase Price is adjusted, as
-------------------------
herein provided, the Company shall promptly deliver to the Holder a certificate
of a firm of independent public accountants setting forth the Purchase Price
after such adjustment and setting forth a brief statement of the facts requiring
such adjustment.
13. Notices of Record Date, Etc. In the event of:
---------------------------
(a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right,
(b) any reclassification of the capital stock of the Company, capital
reorganization of the Company, consolidation or merger involving the Company, or
sale or conveyance of all or substantially all of its assets, or
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company,
then and in each such event the Company will mail or cause to be mailed to the
Holder a notice specifying (i) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
any such reclassification, reorganization, consolidation, merger, sale or
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record in respect of
such event are to be determined. Such notice shall be mailed at least 20 days
prior to the date specified in such notice on which any such action is to be
taken.
14. Other Warrants. This Warrant is one of a series of warrants
--------------
(collectively, the "Warrants") that were originally issued by the Company on
June 25, 1999 pursuant to an Amended and Restated Securities Purchase Agreement
(the "Securities Purchase Agreement"), dated June 8, 1999, among the Company and
the other parties thereto. All capitalized terms not defined herein shall have
the meanings assigned to them in the Securities Purchase Agreement.
15. Amendment. The terms of this Warrant may be amended, modified or
---------
waived only with the written consent of the Company and the holders of Warrants
representing at least two-thirds of the number of shares of Series A Preferred
Stock then issuable upon the exercise of the Warrants. No such amendment,
modification or waiver shall be effective as to this Warrant unless the terms of
such amendment, modification or waiver shall apply with the same force and
effect to all of the other Warrants then outstanding.
-5-
16. Warrant Register; Transfers, Etc.
--------------------------------
(a) The Company will maintain a register containing the names and
addresses of the registered holders of the Warrants. The Holder may change its
address as shown on the warrant register by written notice to the Company
requesting such change. Any notice or written communication required or
permitted to be given to the Holder may be given by certified mail or delivered
to the Holder at its address as shown on the warrant register.
(b) Subject to compliance with applicable federal and state
securities laws, this Warrant may be transferred by the Holder with respect to
any or all of the shares purchasable hereunder. Upon surrender of this Warrant
to the Company, together with the assignment hereof properly endorsed, for
transfer of this Warrant as an entirety by the Holder, the Company shall issue a
new warrant of the same denomination to the assignee. Upon surrender of this
Warrant to the Company, together with the assignment hereof properly endorsed,
by the Holder for transfer with respect to a portion of the shares of Series A
Preferred Stock purchasable hereunder, the Company shall issue a new warrant to
the assignee, in such denomination as shall be requested by the Holder hereof,
and shall issue to such Holder a new warrant covering the number of shares in
respect of which this Warrant shall not have been transferred.
(c) In case this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall issue a new warrant of like tenor and denomination
and deliver the same (i) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost,
stolen or destroyed, upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft or destruction of such Warrant (including a
reasonably detailed affidavit with respect to the circumstances of any loss,
theft or destruction) and of indemnity reasonably satisfactory to the Company,
provided, however, that so long as the original holder hereof is the registered
holder of this Warrant, no indemnity shall be required other than its written
agreement to indemnify the Company against any loss arising from the issuance of
such new warrant.
17. No Impairment. The Company will not, by amendment of its
-------------
Articles of Incorporation or through any reclassification, capital
reorganization, consolidation, merger, sale or conveyance of assets,
dissolution, liquidation, issue or sale of securities or any other voluntary
action, avoid or seek 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 action as may be necessary or
appropriate in order to protect the rights of the Holder.
18. Governing Law. The provisions and terms of this Warrant shall
-------------
be governed by and construed in accordance with the internal laws of the State
of Ohio.
19. Successors and Assigns. This Warrant shall be binding upon the
----------------------
Company's successors and assigns and shall inure to the benefit of the Holder's
successors, legal representatives and permitted assigns.
-6-
20. Business Days. If the last or appointed day for the taking of
-------------
any action required or the expiration of any right granted herein shall be a
Saturday or Sunday or a legal holiday in Ohio, then such action may be taken or
right may be exercised on the next succeeding day which is not a Saturday or
Sunday or such a legal holiday.
Dated: June 25, 1999 MEDPLUS, INC.
(Corporate Seal) By: _________________________
Name
Attest: Title:
___________________________
-7-
Subscription
To: MedPlus, Inc. Date:_________________________
The undersigned hereby subscribes for __________ shares of Series A
Preferred Stock covered by this Warrant. The certificate(s) for such shares
shall be issued in the name of the undersigned or as otherwise indicated below:
_______________________________
Signature
_______________________________
Name for Registration
_______________________________
Mailing Address
_______________________________________________________________________________
Net Issue Election Notice
To: MedPlus, Inc. Date:_________________________
The undersigned hereby elects under Section 4 to surrender the right to
purchase _______ shares of Series A Preferred Stock pursuant to this Warrant.
The certificate(s) for the shares issuable upon such net issue election shall be
issued in the name of the undersigned or as otherwise indicated below.
_______________________________
Signature
_______________________________
Name for Registration
_______________________________
Mailing Address
-8-
Assignment
For value received ____________________________ hereby sells,
assigns and transfers unto ______________________________________
_________________________________________________________________
(Please print or typewrite name and address of Assignee)
_________________________________________________________________
the within Warrant, and does hereby irrevocably constitute and appoint
_______________________ its attorney to transfer the within Warrant on the books
of the within named Company with full power of substitution on the premises.
Dated:_______________________
____________________________________
In the Presence of:
_____________________________
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT
Warrant No. PA-4 Right to Purchase 37,064 Shares of
Series A Convertible Preferred Stock of
MedPlus, Inc.
MedPlus, Inc.
Void after June 25, 2009
1. Issuance. This Warrant is issued to Strategic Associates, L.P. by
--------
MedPlus, Inc., an Ohio corporation (hereinafter with its successors called the
"Company").
2. Purchase Price; Number of Shares. Subject to the terms and conditions
--------------------------------
hereinafter set forth, the registered holder of this Warrant (the "Holder"),
commencing on the Effective Date (as defined below), is entitled upon surrender
of this Warrant with the subscription form annexed hereto duly executed, at the
office of the Company, 0000 Xxxxxxxx'x Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX
00000, or such other office as the Company shall notify the Holder of in
writing, to purchase from the Company at a price per share (the "Purchase
Price") of $1.66, 37,064 fully paid and nonassessable shares of Series A
Convertible Preferred Stock, $.01 par value, of the Company (the "Series A
Preferred Stock"). Until such time as this Warrant is exercised in full or
expires, the Purchase Price and the securities issuable upon exercise of this
Warrant are subject to adjustment as hereinafter provided. "Effective Date"
shall mean the first day after the date hereof on which the Fair Market Value
(as defined below) of one share of the Common Stock, no par value, of the
Company (the "Common Stock") equals or exceeds $7.17 (adjusted appropriately to
reflect the occurrence of any (i) subdivision, by stock split, stock dividend or
otherwise, of shares of Common Stock into a greater number of shares, or (ii)
combination of shares of Common stock into a smaller number of shares).
For purposes of this Preferred Stock Purchase Warrant, "Fair Market
Value" of a share of Common Stock on any specified date shall mean:
(i) If shares of the Company's Common Stock are traded on an
exchange or are quoted on the Nasdaq National Market, the average of the last
reported sale price of the Common Stock on the twenty trading days before such
date;
(ii) If shares of the Company's Common Stock are not traded on an
exchange or on the Nasdaq National Market but are traded in the over-the-counter
market, the mean of the last bid and asked prices reported on the twenty trading
days before such date (1) by the Nasdaq or (2) if reports are unavailable under
clause (1) by the National Quotation Bureau Incorporated; and
-2-
(iii) If shares of the Company's Common Stock are not publicly
traded, then as determined in good faith by the Board of Directors upon review
of relevant factors.
3. Payment of Purchase Price. The Purchase Price may be paid (i) in
-------------------------
cash or by check, (ii) by the surrender by the Holder to the Company of any
promissory notes or other obligations issued by the Company, with all such notes
and obligations so surrendered being credited against the Purchase Price in an
amount equal to the principal amount thereof plus accrued interest to the date
of surrender, (iii) through delivery by the Holder to the Company of shares of
Common Stock, with such shares of Common Stock being credited against the
Purchase Price in an amount equal to the Fair Market Value thereof on the date
of surrender, (iv) through delivery by the Holder to the Company of other
securities issued by the Company, with such securities being credited against
the Purchase Price in an amount equal to the fair market value thereof, as
determined in good faith by the Board of Directors of the Company (the "Board"),
or (v) by any combination of the foregoing. The Board shall promptly respond in
writing to an inquiry by the Holder as to the fair market value of any
securities the Holder may wish to deliver to the Company pursuant to clause (iv)
above.
4. Net Issue Election. The Holder may elect to receive, without the
------------------
payment by the Holder of any additional consideration, shares equal to the value
of this Warrant or any portion hereof by the surrender of this Warrant or such
portion to the Company, with the net issue election notice annexed hereto duly
executed, at the office of the Company. Thereupon, the Company shall issue to
the Holder such number of fully paid and nonassessable shares of Series A
Preferred Stock as is computed using the following formula:
X = Y (A-B)
-------
A
where
X = the number of shares to be issued to the Holder pursuant to
this Section 4.
Y = the number of shares covered by this Warrant in respect of
which the net issue election is made pursuant to this Section 4.
A = the fair market value of one share of Series A Preferred
Stock, as determined in good faith by the Board, as at the
time the net issue election is made pursuant to this Section 4.
B = the Purchase Price in effect under this Warrant at the time
the net issue election is made pursuant to this Section 4.
The Board shall promptly respond in writing to an inquiry by the Holder as to
the fair market value of one share of Series A Preferred Stock.
5. Partial Exercise. This Warrant may be exercised in part, and the
----------------
Holder shall be entitled to receive a new warrant, which shall be dated as of
the date of this Warrant, covering the number of shares in respect of which this
Warrant shall not have been exercised.
6. Issuance Date. The person or persons in whose name or names any
-------------
certificate representing shares of Series A Preferred Stock is issued hereunder
shall be deemed to have become the
-3-
holder of record of the shares represented thereby as at the close of business
on the date this Warrant is exercised with respect to such shares, whether or
not the transfer books of the Company shall be closed.
7. Expiration Date; Automatic Exercise. This Warrant shall expire at
-----------------------------------
the close of business on June 25, 2009, and shall be void thereafter.
Notwithstanding the foregoing, this Warrant shall automatically be deemed to be
exercised in full pursuant to the provisions of Section 4 hereof, without any
further action on behalf of the Holder, immediately prior to the time this
Warrant would otherwise expire pursuant to the preceding sentence.
8. Reserved Shares; Valid Issuance. The Company covenants that it
-------------------------------
will at all times from and after the date hereof reserve and keep available such
number of its authorized shares of Series A Preferred Stock and Common Stock
free from all preemptive or similar rights therein, as will be sufficient to
permit, respectively, the exercise of this Warrant in full and the conversion
into shares of Common Stock of all shares of Series A Preferred Stock receivable
upon such exercise. The Company further covenants that such shares as may be
issued pursuant to such exercise and conversion will, upon issuance, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issuance thereof.
9. Stock Dividends. If after the date hereof the Company shall
---------------
subdivide the Series A Preferred Stock, by split-up or otherwise, or combine the
Series A Preferred Stock, or issue additional shares of Series A Preferred Stock
in payment of a stock dividend on the Series A Preferred Stock, the number of
shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination, and the Purchase Price
shall forthwith be proportionately decreased in the case of a subdivision or
stock dividend, or proportionately increased in the case of a combination.
10. Mergers and Reclassifications. If after the date hereof there
-----------------------------
shall be any reclassification, capital reorganization or change of the Series A
Preferred Stock (other than as a result of a subdivision, combination or stock
dividend provided for in Section 9 hereof), or any consolidation of the Company
with, or merger of the Company into, another corporation or other business
organization (other than a consolidation or merger in which the Company is the
continuing corporation and which does not result in any reclassification or
change of the outstanding Series A Preferred Stock), or any sale or conveyance
to another corporation or other business organization of all or substantially
all of the assets of the Company, then, as a condition of such reclassification,
reorganization, change, consolidation, merger, sale or conveyance, lawful
provisions shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Holder, so that the
Holder shall thereafter have the right to purchase, at a total price not to
exceed that payable upon the exercise of this Warrant in full, the kind and
amount of shares of stock and other securities and property receivable upon such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance by a holder of the number of shares of Series A Preferred Stock which
might have been purchased by the Holder immediately prior to such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance (or, if there are no holders of Series A Preferred Stock at such
time, by a holder of the number of shares of Common Stock which might have been
acquired by the Holder immediately prior to such reclassification,
reorganization, change, consolidation, merger, sale or conveyance upon the
exercise of this Warrant in full and the conversion into shares of Common Stock
of all shares of Series A Preferred Stock receivable upon such exercise), and in
any such case appropriate provisions shall be made with respect to the rights
and interest of the Holder to the end that the provisions hereof (including
without limitation, provisions for the adjustment of the Purchase Price and the
number of shares issuable
-4-
hereunder) shall thereafter be applicable in relation to any shares of stock or
other securities and property thereafter deliverable upon exercise hereof.
11. Fractional Shares. In no event shall any fractional share of
-----------------
Series A Preferred Stock be issued upon any exercise of this Warrant. If, upon
exercise of this Warrant as an entirety, the Holder would, except as provided in
this Section 11, be entitled to receive a fractional share of Series A Preferred
Stock, then the Company shall issue the next higher number of full shares of
Series A Preferred Stock, issuing a full share with respect to such fractional
share.
12. Certificate of Adjustment. Whenever the Purchase Price is
-------------------------
adjusted, as herein provided, the Company shall promptly deliver to the Holder a
certificate of a firm of independent public accountants setting forth the
Purchase Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment.
13. Notices of Record Date, Etc. In the event of:
---------------------------
(a) any taking by the Company of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right,
(b) any reclassification of the capital stock of the Company, capital
reorganization of the Company, consolidation or merger involving the Company, or
sale or conveyance of all or substantially all of its assets, or
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company,
then and in each such event the Company will mail or cause to be mailed to the
Holder a notice specifying (i) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
any such reclassification, reorganization, consolidation, merger, sale or
conveyance, dissolution, liquidation or winding-up is to take place, and the
time, if any is to be fixed, as of which the holders of record in respect of
such event are to be determined. Such notice shall be mailed at least 20 days
prior to the date specified in such notice on which any such action is to be
taken.
14. Other Warrants. This Warrant is one of a series of warrants
--------------
(collectively, the "Warrants") that were originally issued by the Company on
June 25, 1999 pursuant to an Amended and Restated Securities Purchase Agreement
(the "Securities Purchase Agreement"), dated June 8, 1999, among the Company and
the other parties thereto. All capitalized terms not defined herein shall have
the meanings assigned to them in the Securities Purchase Agreement.
15. Amendment. The terms of this Warrant may be amended, modified or
---------
waived only with the written consent of the Company and the holders of Warrants
representing at least two-thirds of the number of shares of Series A Preferred
Stock then issuable upon the exercise of the Warrants. No such amendment,
modification or waiver shall be effective as to this Warrant unless the terms of
such amendment, modification or waiver shall apply with the same force and
effect to all of the other Warrants then outstanding.
-5-
16. Warrant Register; Transfers, Etc.
---------------------------------
(a) The Company will maintain a register containing the names and
addresses of the registered holders of the Warrants. The Holder may change its
address as shown on the warrant register by written notice to the Company
requesting such change. Any notice or written communication required or
permitted to be given to the Holder may be given by certified mail or delivered
to the Holder at its address as shown on the warrant register.
(b) Subject to compliance with applicable federal and state
securities laws, this Warrant may be transferred by the Holder with respect to
any or all of the shares purchasable hereunder. Upon surrender of this Warrant
to the Company, together with the assignment hereof properly endorsed, for
transfer of this Warrant as an entirety by the Holder, the Company shall issue a
new warrant of the same denomination to the assignee. Upon surrender of this
Warrant to the Company, together with the assignment hereof properly endorsed,
by the Holder for transfer with respect to a portion of the shares of Series A
Preferred Stock purchasable hereunder, the Company shall issue a new warrant to
the assignee, in such denomination as shall be requested by the Holder hereof,
and shall issue to such Holder a new warrant covering the number of shares in
respect of which this Warrant shall not have been transferred.
(c) In case this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall issue a new warrant of like tenor and denomination
and deliver the same (i) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (ii) in lieu of any Warrant lost,
stolen or destroyed, upon receipt of evidence reasonably satisfactory to the
Company of the loss, theft or destruction of such Warrant (including a
reasonably detailed affidavit with respect to the circumstances of any loss,
theft or destruction) and of indemnity reasonably satisfactory to the Company,
provided, however, that so long as the original holder hereof is the registered
holder of this Warrant, no indemnity shall be required other than its written
agreement to indemnify the Company against any loss arising from the issuance of
such new warrant.
17. No Impairment. The Company will not, by amendment of its Articles of
-------------
Incorporation or through any reclassification, capital reorganization,
consolidation, merger, sale or conveyance of assets, dissolution, liquidation,
issue or sale of securities or any other voluntary action, avoid or seek 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 action as may be necessary or appropriate in order to
protect the rights of the Holder.
18. Governing Law. The provisions and terms of this Warrant shall be
-------------
governed by and construed in accordance with the internal laws of the State of
Ohio.
19. Successors and Assigns. This Warrant shall be binding upon the
----------------------
Company's successors and assigns and shall inure to the benefit of the Holder's
successors, legal representatives and permitted assigns.
-6-
20. Business Days. If the last or appointed day for the taking of
-------------
any action required or the expiration of any right granted herein shall be a
Saturday or Sunday or a legal holiday in Ohio, then such action may be taken or
right may be exercised on the next succeeding day which is not a Saturday or
Sunday or such a legal holiday.
Dated: June 25, 1999 MEDPLUS, INC.
(Corporate Seal) By: ___________________________
Name
Attest: Title:
___________________________
-7-
Subscription
To: MedPlus, Inc. Date:_________________________
The undersigned hereby subscribes for __________ shares of Series A
Preferred Stock covered by this Warrant. The certificate(s) for such shares
shall be issued in the name of the undersigned or as otherwise indicated below:
_____________________________________
Signature
_____________________________________
Name for Registration
_____________________________________
Mailing Address
_______________________________________________________________________________
Net Issue Election Notice
To: MedPlus, Inc. Date:_________________________
The undersigned hereby elects under Section 4 to surrender the right
to purchase _______ shares of Series A Preferred Stock pursuant to this Warrant.
The certificate(s) for the shares issuable upon such net issue election shall be
issued in the name of the undersigned or as otherwise indicated below.
_____________________________________
Signature
_____________________________________
Name for Registration
_____________________________________
Mailing Address
-8-
Assignment
For value received ____________________________ hereby sells,
assigns and transfers unto ______________________________________
_________________________________________________________________
(Please print or typewrite name and address of Assignee)
_________________________________________________________________
the within Warrant, and does hereby irrevocably constitute and appoint
_______________________ its attorney to transfer the within Warrant on the books
of the within named Company with full power of substitution on the premises.
Dated:_______________________
________________________________
In the Presence of:
_____________________________
