EXHIBIT 99.12
COMMON STOCK PURCHASE WARRANT
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW.
THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THESE
SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR
SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION REQUIREMENTS OF THOSE LAWS.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
eClickMD, Inc., a Nevada corporation with its principal place of business at 000
Xxxx Xxxx Xxxxx, Xxxxx 00000, with development offices at 0000 Xxxxxxx Xx.,
Xxxxx 000, Xxxxxx, Xxxxx 00000 (hereinafter the "Company")
COMMON STOCK PURCHASE WARRANT
Dated: April 10, 2001
WARRANT
To purchase 100,000 shares (hereinafter the
"Warrant Shares") of common stock of the Company
(hereinafter "Common Stock") having a par value of
$0.001 at a per share exercise price of $0.75 and
valid for a term ending after April 10, 2003.
THIS IS TO CERTIFY THAT, under obligations of the Consulting Services Agreement
Addendum dated April 10, 2001 to which this Warrant is an appendix, Xxxxxx
Xxxxxxxx, a Texas resident with his principal place of business at 0000-X Xxxxxx
Xxxxx, Xxxxxx , Xxxxx 00000 (hereinafter the "Holder") is entitled to purchase
from the Company 100,000 shares of common stock upon execution of the consulting
agreement by and between the Company and Xxxxxx Xxxxxxxx at a price per share of
$0.75 (hereinafter the "Purchase Price"), upon the terms and conditions as
herein provided, and is entitled also to exercise the other appurtenant rights,
powers and privileges hereinafter described.
A. Exercise of Warrant. The Holder can exercise this Warrant by giving
written notice to the Company on the Subscription Form attached to this
Common Stock Purchase Warrant (the "Subscription Form"). The Holder
shall deliver to the Company at its principal place of business, not
more than seven (7) days after the date of the Subscription Form, this
Warrant, properly endorsed, and payment, by wire transfer or, at
Holder's option, by certified or official bank check payable to the
order of the Company, in all cases in immediately available funds
unless an alternate form of payment is mutually agreed upon by the
parties such as a promissory note payable, of the aggregate Purchase
Price of the shares of Common Stock being purchased. This Warrant shall
be exercisable only in units of 1000 shares or more.
B. Delivery of Stock Certificates on Exercise. As soon as practicable
after the exercise of this Warrant and payment of the applicable
Purchase Price, the Company at its expense (including the payment by it
of any applicable issue tax) will cause to be issued or transferred in
the name of and delivered to the Holder, or as the Holder (upon payment
by such Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the Warrant Shares to which such holder
shall be entitled upon such exercise.
C. Payment of Taxes. The Company shall pay all expenses and documentary
stamp taxes attributable to the issuance of Warrant Shares upon the
exercise of this Warrant.
D. Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as
herein provided, the number of Warrant Shares which are then issuable
and deliverable upon the exercise of this Warrant.
E. Legend. The certificate or certificates issued evidencing the Warrant
Shares shall be subject to a legend restricting transfer under the
Securities Act, such legend to be substantially as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended. Such
shares may not be sold or transferred in the absence of such
registration or an opinion of counsel reasonably satisfactory
to the Company as to the availability of an exemption from
registration."
F. Representations and Warranties of Holder. Holder hereby represents and
warrants to the Company that:
1. Investment. Holder is acquiring the Warrant and any Warrant
Shares acquired pursuant to the exercise of the Warrant for
investment for its own account, not as a nominee or agent, and
not with a view to, or for resale in connection with, any
distribution thereof. Holder understands that the Warrant and
any shares acquired pursuant to the exercise of the Warrant
have not been, and may not be, registered under the Securities
Act for sale to Holder by reason of a specific exemption from
the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of
Xxxxxx's investment intent and the accuracy of Xxxxxx's
representations as expressed herein. Should Holder in the
future decide to offer to dispose of either the Warrant or any
of the shares acquired pursuant to the exercise of the
Warrant, or any interest therein, it agrees to do so only in
compliance with the Securities Act and this Warrant.
2. Independent Investigation. In making its investment decision
to acquire the Warrant, the Holder is not relying on any oral
or written representations or assurances from the Company or
any other person other than as set forth in this Warrant and
in any publicly filed information. Holder has such experience
in business and financial matters that it is capable of
evaluating the risk of its investment and determining the
suitability of its investment with particular reference to the
representation in F.1 above.
G. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Holder that:
1. Organization, Good Standing and Qualification. The Company is
a corporation duly organized, validly existing and in good
standing under the laws of its state of incorporation and has
all requisite corporate power and authority to carry on its
business as now conducted and as proposed to be conducted.
2. Authorization. The Company has all corporate right, power and
authority to enter into this Warrant and to consummate the
transactions contemplated hereby. The transactions
contemplated hereby shall include, but not be limited to, the
conditional execution and delivery of the Warrant Shares. The
execution and delivery of this Warrant by the Company and the
consummation by the Company of the transactions contemplated
hereby have been duly authorized by all necessary corporate
action, and stockholder action if required, on behalf of the
Company.
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3. Valid Issuance of Shares. The Warrant Shares, when issued,
sold and delivered in accordance with the terms of this
Warrant, will be duly and validly issued, fully paid and
nonassessable. Based in part upon representations by the
Holder, the Warrant Shares issued upon exercise or conversion
of this Warrant will be issued in compliance with all
applicable federal and state securities laws.
H. Adjustments.
1. Subdivisions, Combinations. In case the Company shall (a)
subdivide, split or reclassify the outstanding shares of
Common Stock into a larger number of shares, or (b) combine or
reclassify the outstanding shares of Common Stock into a
smaller number of shares, then in each such case the number of
Warrant Shares shall be adjusted to equal the number of shares
to which the Holder of this Warrant would have been entitled
upon the occurrence of such event had this Warrant been
exercised immediately prior to the happening of such event.
Upon any such adjustment of the Warrant Shares, the Purchase
Price shall be proportionately and equitably adjusted.
2. Reorganization, Reclassification. In case of any capital
reorganization or any reclassification of the capital stock of
the Company (whether pursuant to a merger or consolidation or
otherwise), this Warrant shall thereafter be exercisable for
the number of shares of stock or other securities or property
receivable upon such capital reorganization or
reclassification of capital stock as the case may be, by a
holder of the number of shares of Common Stock into which this
Warrant was exercisable immediately prior to such capital
reorganization or reclassification of capital stock.
3. Dilution. With exception to Sections H.1 and H.2 above, the
Holder acknowledges that the Company intends to authorize
and/or issue common and/or preferred shares of stock from time
to time, as deemed appropriate by the Company in its sole
discretion, which may dilute the shares of stock underlying
this Warrant, and agrees and accepts any such dilution.
4. Distributions, Dividends. None of the shares of stock covered
by this Warrant shall be considered, for adjustment or for any
other purpose whatsoever, as outstanding shares prior to the
issuance of stock certificates therefor pursuant to exercise
of this Warrant, and, with respect to the shares of stock
covered by this Warrant, the Holder shall have no rights in or
to any dividends or other distributions of cash or other
property, paid or payable prior to such issuance of stock
certificates.
5. Successors, Assigns. The Warrant granted hereunder shall be
binding upon the Company, its successors or assigns, including
any successor or resulting entity, either in a liquidation or
merger of the Company into another company owning all of the
outstanding voting stock of the Company or in any other
transaction whether by merger, consolidation or otherwise
under which such succeeding or resulting company acquires all
or substantially all the assets of the Company and assumes all
its obligations.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
its authorized officer as of the date first above written.
eClickMD, Inc.
/s/ XXXXXX X, XXXX .
----------------------------
Name: Xxxxxx R, Xxxx
Title: CEO and Chairman
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