SUPPLEMENTAL INDENTURE
Supplemental Indenture to the Special Warrant Indenture
dated September 17, 1996 between HealthCare Capital
Corp. and The R-M Trust Company
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WHEREAS:
1. HealthCare Capital Corp. ("HealthCare") is in the process of completing a
distribution of up to 5,342,810 Special Warrants by way of private placement.
2. Each Special Warrant entitles to holder thereof acquire one common share of
HealthCare and one share purchase warrant at no additional cost.
3. The Special Warrants are governed pursuant to the terms and conditions of a
special warrant indenture between HealthCare and The R-M Trust Company ("R-M
Trust") dated September 17, 1996 (the "Special Warrant Indenture").
4. The terms of the Special Warrant Indenture originally referenced in paragraph
2.1(a) thereof that HealthCare created and issued up to 5,280,000 Special
Warrants such number including up to 480,000 Special Warrants issuable to the
Agent as part of its compensation.
5. HealthCare desires to amend paragraph 2.1(a) of the Special Warrant Indenture
such that 5,342,810 Special Warrants are now issuable under the Indenture;
6. Pursuant to Article 8 of the Special Warrant Indenture, HealthCare does not
view this change as either material or detrimental to any of the current holders
of Special Warrants.
NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSES that for the sum of Ten
Dollars ($10.00) paid by each of HealthCare and R-M Trust to each other and for
other good and valuable consideration mutually given and received, the receipt
and sufficiency of which is hereby acknowledged, HealthCare and R-M Trust hereby
agree and declare as follows:
. The Special Warrant Indenture be amended such that the following
paragraph 2.1(a) be eliminated and now read as follows:
2.1(a) "5,342,810 Special Warrants, each of which entitles the holder
thereof to acquire one (1) Common Share and one (1) Share
Purchase Warrant, and subject to adjustment in accordance with
Article 4 hereof, are hereby created and
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authorized to be issued, which includes up to 480,000 Special
Warrants issuable to the Agent as part of its compensation."
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. All other terms and conditions, representations and warranties
contained in the Special Warrant Indenture shall remain in full force
and effect and shall be binding upon the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Supplemental Indenture
under their respective corporate seals by the hands of their proper officers in
that behalf effective the 2nd day of December, 1996.
HEALTHCARE CAPITAL CORP.
Per: /S/ XXXXXXX XXXXXX
THE R-M TRUST COMPANY
Per: /S/ XXXXXXX XXXXXXX
Per: /S/ X. XXXXXXXX
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