1
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER STATE SECURITIES LAWS. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM AND WITH THE CONSENT OF THE ISSUER. THE ISSUER MAY REQUIRE AN OPINION
OF LEGAL COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE
EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
DATED: October 16, 1998 NO. 1
WARRANT
MEDICAL TECHNOLOGY SYSTEMS, INC.
Warrant to Purchase 800,000 Shares
of Common Stock, par value $.01 per share
VOID AS PROVIDED HEREIN
This certifies that, in consideration of a loan that is evidenced by the
Promissory Note described below, Xxxx X. Xxxxxxxxxx, as Trustee, or her
successor in Trust of the Xxxx X. Xxxxxxxxxx Revocable Trust dated August 15,
1995, or registered assigns (the "Holder") is entitled, subject to the terms set
forth below, to purchase from Medical Technology Systems, Inc. (the "Company")
up to 800,000, fully paid and nonassessable shares (the "Shares") of Common
Stock, par value $.01 per share, of the Company (the "Common Stock"), which will
become exercisable if the Company defaults on its obligations under the
Promissory Note from the Company in favor of the Holder, a copy of which is
attached as Exhibit A (the "Note") at a price of $.05 per share (the "Exercise
Price"). The Shares purchasable upon exercise of this Warrant, and the Exercise
Price shall be adjusted from time to time pursuant to the provisions of this
Warrant.
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1. Exercise Period; Exercise of Warrant. (a) This Warrant shall become
exercisable by the Holder if the Company defaults on its obligations under the
Note and shall remain exercisable for ten years after the warrant become
exercisable unless and until the Company cures the default by paying to the
Holder the full amount of the outstanding balance due under the Note in which
case the Warrant will terminate (the "Exercise Period").
(b) Manner of Exercise: This Warrant may be exercised in whole or in
part by the Holder during the Exercise Period upon presentation and
surrender of this Warrant, with the Purchase Form attached to this Warrant
as Exhibit A duly executed, at the office of the Company located at 00000
Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, accompanied by full
payment of the Exercise Price multiplied by the number of Shares of the
Company being purchased (the "Purchase Price"), whereupon the Company shall
cause the appropriate number of Shares to be issued and shall deliver to
the Holder, as promptly as practicable, a certificate representing the
Shares being purchased. Upon each partial exercise hereof, a new Warrant
evidencing the remainder of the Shares will be issued to the Holder, at the
Company's expense, as soon as reasonably practicable, at the same Exercise
Price, for the same Exercise Period, and otherwise of like tenor as the
Warrant partially exercised. The Purchase Price shall be payable by
delivery of a certified or bank cashier's check payable to the Company, or
by wire transfer of immediately available funds to an account designated in
writing by the Company, in the amount of the Purchase Price. The Holder
shall be deemed for all purposes to have become the holder of record of
Shares so purchased upon exercise of this Warrant as of the close of
business on the date as of which this Warrant, together with a duly
executed Purchase Form, was delivered to the Company and payment of the
Purchase Price was made, regardless of the date of delivery of any
certificate representing the Shares so purchased, except that if the
Company were subject to any legal requirements prohibiting it from issuing
shares of Common Stock on such date, the Holder shall be deemed to have
become the record holder of such Shares on the next succeeding date as of
which the Company ceased to be so prohibited.
2. Repurchase of Shares by the Company. For a period of six months after
the Holder exercises the warrant and purchases Shares of Common Stock, the
Company will have the right to repurchase the Shares from the Holder at the
Purchase Price paid by the Holder if the Company has cured the default under the
Note by paying to the Holder the full amount of the outstanding balance due
under the Note.
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3. Transfer Restrictions. The Holder acknowledges that this Warrant and the
Shares issuable upon exercise of this Warrant have not been registered under the
Securities Act or applicable state law. The Holder agrees, by acceptance of this
Warrant, (i) that no sale, transfer or disposition of this Warrant or the Shares
shall be made prior to the expiration of the six month period described in
Section 2 and after such period only if such transfer or disposition is made in
compliance with the Securities Act of 1933, as amended (the "Securities Act")
and the rules and regulations promulgated under the Securities Act, including
any applicable prospectus delivery requirements and the restrictions on transfer
set forth in this Warrant, and (ii) that if distribution of this Warrant or any
Shares is proposed to be made by it otherwise than by delivery of a prospectus
meeting the requirements of Section 10 of the Securities Act, such action shall
be taken only after submission to the Company of an opinion of counsel,
reasonably satisfactory in form and substance to the Company's counsel, to the
effect that the proposed distribution will not be in violation of the Securities
Act or of applicable state law.
4. Rights and Obligations of Warrant Holder. This Warrant does not confer
upon the Holder any rights as a shareholder of the Company, either at law or in
equity. The rights of the Holder are limited to those expressed herein and the
Holder, by acceptance hereof, consents to and agrees to be bound by and to
comply with all the provisions of this Warrant. The Holder, by acceptance of
this Warrant, agrees that the Company and its transfer agent, if any, may, prior
to any presentation of this Warrant for registration of transfer, deem and treat
the person in whose name this Warrant is registered as the absolute, true, and
lawful owner of this Warrant for all purposes whatsoever and neither the Company
nor any transfer agent shall be affected by any notice to the contrary.
5. Covenants and Warranties of the Company. The Company covenants and
agrees that (i) all Shares which may be issued and delivered upon exercise of
this Warrant and payment of the Purchase Price will, upon delivery, be duly
authorized, validly issued, fully-paid and nonassessable shares of Common Stock
and (ii) the Company shall at all times during the Exercise Period reserve and
keep available a number of authorized but unissued shares of Common Stock
sufficient to permit the exercise in full of this Warrant. The Company will take
all such actions as may be necessary to ensure that all shares of Common Stock
may be so issued without violation by the Company of any applicable law or
government regulation or any requirement of any securities exchange upon which
shares of Common Stock may be listed (except for official notice of issuance,
which the Company will transmit promptly upon issuance of such shares).
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The Company represents and warrants that (i) the Company is a corporation
duly organized, validly existing and in good standing under the laws of the
state of Florida, (ii) the Company has all requisite corporate power and
authority to issue this Warrant and to consummate the transactions contemplated
hereby, and such issuance and consummation will not conflict with, result in a
material breach of, constitute a material default under or material violation of
any provision of the Company's charter documents or bylaws, and to the best
knowledge of the Company, any law or regulation of any governmental authority or
any provision of any agreement, judgment or decree affecting the Company and
(iii) all corporate action required to be taken by the Company in connection
with the execution and delivery of this Warrant and the performance of the
Company's obligations under this Warrant has been taken.
6. Adjustment. The number of Shares purchasable upon the exercise of this
Warrant and the Exercise Price per Share are subject to adjustment from time to
time as provided in this Section 6.
(a) Subdivision or Combination of Shares. If the Company shall at any
time subdivide its outstanding shares of Common Stock into a greater number
of shares (including a stock split effected as a stock dividend) or combine
its outstanding shares of Common Stock into a lesser number of shares, the
number of Shares issuable upon exercise of this Warrant shall be adjusted
to such number as is obtained by multiplying the number of shares issuable
upon exercise of this Warrant immediately prior to such subdivision or
combination by a fraction, the numerator of which is the aggregate number
of shares of Common Stock outstanding immediately after giving effect to
such subdivision or combination and the denominator of which is the
aggregate number of shares of Common Stock outstanding immediately prior to
such subdivision or combination, and the Exercise Price per Share shall be
correspondingly adjusted to such amount as shall, when multiplied by the
number of Shares issuable upon full exercise of this Warrant (as increased
or decreased to reflect such subdivision or combination of outstanding
shares of Common Stock, as the case may be), equal the product of the
Exercise Price per Share in effect immediately prior to such subdivision or
combination multiplied by the number of Shares issuable upon exercise of
this Warrant immediately prior to such subdivision or combination.
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(b) Effect of Sale, Merger, or Consolidation. If any capital
reorganization or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with another corporation, or sale of
all or substantially all of the Company's assets to another corporation
shall be effected after the date hereof in such a way that holders of
Common Stock shall be entitled to receive stock, securities, or assets with
respect to or in exchange for Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger, or sale, lawful
and adequate provision shall be made whereby the Holder shall thereafter
have the right to purchase and receive, upon the basis and the terms and
conditions specified in this Warrant and in lieu of the Shares immediately
theretofore purchasable and receivable upon the exercise of this Warrant,
such shares of stock, securities, or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of Common
Stock equal to the number of shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of this Warrant, and in any
such case appropriate provision shall be made with respect to the rights
and interests of the Holder to the end that the provisions of this Warrant
(including, without limitation, provisions for adjustments of the Exercise
Price and of the number of Shares issuable upon the exercise of this
Warrant) shall thereafter be applicable, as nearly as may be possible, in
relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise of this Warrant. The Company shall not effect
any such consolidation, merger, or sale unless prior to or simultaneously
with the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume, by written instrument executed and
delivered to the Holder at its last address appearing on the books of the
Company, the obligation to deliver to the Holder such shares of stock,
securities or assets as, in accordance with the foregoing sentence, the
Holder may be entitled to purchase.
(c) Issuance of Common Stock Below Exercise Price. If the Company
shall issue or sell shares of Common Stock or rights, options, warrants, or
convertible or exchangeable securities containing the right to subscribe
for or purchase shares of Common Stock ("Common Stock Equivalents")
pursuant to the exercise of any Common Stock Equivalents outstanding on the
date of the Note under any of the Company's employee benefit plans), at a
price per share of Common Stock (determined, in the case of Common Stock
Equivalents, by dividing (A) the total amount receivable by the Company in
consideration of the issuance and sale of such Common Stock Equivalent,
plus the total consideration payable to the Company upon exercise,
conversion, or exchange thereof, by (B) the total number of shares of
Common Stock covered by such Common Stock Equivalent), that is lower
(calculated the date of such sale or issuance) than the Exercise Price, or
for no consideration. then:
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(i) in each case the number of shares of Common Stock thereafter
issuable upon the exercise of this Warrant (whether or not
presently exercisable) shall be increased in a manner determined
by multiplying the number of shares of Common Stock issuable upon
the exercise of the Warrant by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding
immediately prior to the sale or issuance plus the number of
additional shares of Common Stock offered for subscription or
purchase or to be issued upon conversion, exercise, or exchange
of such Common Stock Equivalent, and of which the denominator
shall be the number of shares of Common Stock outstanding
immediately prior to the sale or issuance plus the number of
shares of Common Stock that the "aggregate consideration to be
received by the Company" (as defined below) in connection with
such sale or issuance would purchase at the Exercise Price. For
the purpose of such adjustments the "aggregate consideration to
be received by the Company" shall be the consideration received
by the Company for such Common Stock or Common Stock Equivalents,
plus any consideration or premiums stated in the Common Stock
Equivalents to be paid for the shares of Common Stock covered
thereby; and
(ii) in each case the Exercise Price will be reduced to the price
calculated by dividing (A) an amount equal to the sum of (1) the
number of shares of Common Stock outstanding immediately before
such issuance or sale multiplied by the then existing Exercise
Price Plus (2) the aggregate consideration, if any, received by
the Company upon such issuance or sale, by (B) the total number
of shares of Common Stock outstanding immediately after such
issuance or sale plus the number of shares of Common Stock
issuable upon the exercise, conversion, or exchange of any Common
Stock Equivalents issued or sold in the transaction for which the
Company is making this adjustment. If the Company shall issue or
sell shares of Common Stock or Common Stock Equivalents for a
consideration consisting, in whole or in part, of property other
than cash or its equivalent, then in determining the "price per
share of Common Stock" and the "consideration" receivable by or
payable to the Company for purposes of this Section 6(c), the
Board of Directors of the Company shall determine, in good faith,
the fair value of such property.
If the Company shall issue and sell Common Stock Equivalents, together
with one or more other securities as part of a unit at a price per unit,
then in determining the "price per share of Common Stock" and the
"consideration" receivable by or payable to the Company for purposes of
this Section 6(c), the Board of Directors of the Company shall determine,
in good faith, the fair value of the Common Stock Equivalents then being
sold as part of such unit.
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(d) If any event occurs as to which the preceding Sections 6(a)
through (c) are not strictly applicable, but as to which the failure to
make any adjustment would not fairly protect the purchase rights
represented by this Warrant in accordance with the essential intent and
principles of this Warrant, as determined by the Company or as requested by
the Holder in accordance with the notice provisions of Section 12, then, in
each such case, the Company shall select an independent investment bank or
firm of independent public accountants, such investment bank or firm of
independent public accountants to be selected from a group of three
nationally recognized investment banks or firms of public accountants
chosen by the Holder, which will give its opinion as to the adjustment, if
any, on a basis consistent with the essential intent and principles
established in this Warrant. Upon receipt of such opinion, the Company will
promptly deliver a copy of such opinion to the Holder and will make the
adjustments described in such opinion. The fees and expenses of such
investment bank or independent public accountants will be borne by the
Company. If the adjustment is requested by the Holder, however, and the
investment bank or firm of independent public accountants selected by the
Company pursuant to this paragraph determines that no adjustment is
necessary, then the fees and expenses described in the preceding sentence
shall be borne by the Holder.
(e) Notice to Holder of Adjustment. Whenever the number of Shares
purchasable upon exercise of this Warrant or the Exercise Price per Share
is adjusted as herein provided, the Company shall cause to be mailed to the
Holder within 5 days of such adjustment, in accordance with the provisions
of Section 12, notice setting forth the adjusted number of Shares
purchasable upon the exercise of the Warrant and the adjusted Exercise
Price and showing in reasonable detail the computation of the adjustment
and the facts upon which such adjustment is based.
(f) Notices to Holder of Certain Events. If at any time after the date
hereof:
(i) the Company shall declare any dividend or other distribution upon
or with respect to the Common Stock, including any dividend
payable in cash, shares of Common Stock or other securities of
the Company; or
(ii) the Company shall offer for subscription to the holders of its
Common Stock any additional shares of stock of any class or any
other securities convertible into Common Stock or any rights to
subscribe thereto; or
(iii)there shall be any capital reorganization or reclassification of
the capital stock of the Company (other than a change in par
value, or from par value to no par value, or from no par value to
par value or as result of the subdivision or combination of
shares), or any conversion of the Shares into securities of
another corporation, or a sale of all or substantially all of the
assets of the Company, or a consolidation or merger of the
Company with another corporation (other than a merger with a
subsidiary in which the Company is the continuing corporation and
which does not result in any reclassification or change of the
Shares issuable upon exercise of the Warrants); or
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(iv) there shall be a voluntary or involuntary dissolution,
liquidation, or winding up of the Company; then, in any one or
more of said cases, the Company shall cause to be mailed to the
Holder, not less than 15 days before any record date or other
date set for the definitive action, written notice of the date
upon which the books of the Company shall close or a record shall
be taken for purposes of such dividend, distribution or
subscription rights or upon which such reorganization,
reclassification, conversion, sale, consolidation, merger,
dissolution, liquidation or winding up shall take place, as the
case may be. Such notice shall also set forth facts as shall
indicate the effect of such action (to the extent such effect may
be known at the date of such notice) on the number of Shares and
the kind and amount of the shares of stock and other securities
and property deliverable upon exercise of the Warrants. Such
notice shall also specify the date as of which the holder of
record of the shares of Common Stock shall participate in such
dividend, distribution, or subscription rights or shall be
entitled to exchange their shares of Common Stock for securities
or other property deliverable upon such reorganization,
reclassification, conversion, sale, consolidation, merger,
dissolution, liquidation, or winding up, as the case may be (on
which date in the event of voluntary or involuntary dissolution,
liquidation, or winding up of the Company, the right to exercise
the Warrants shall terminate).
7. Piggy-Back Registration. (a) If the Company shall, at any time prior to
the expiration of this Warrant, authorize a registration of its Common Stock
with the Securities and Exchange Commission (the "SEC"), the Company shall
furnish the Holder with at least 30 days prior written notice thereof and the
Holder shall have the option to include the Shares to be issued to the Holder
upon the exercise of this Warrant in such registration statement. The Holder
shall exercise the "piggy-back registration rights" granted pursuant to this
Section 7 by giving written notice to the Company within 20 days of the receipt
of the written notice from the Company described above.
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(b) Notwithstanding any other provision of this Warrant, the Company's
obligations under this Section 7 shall be subject to the following terms
and conditions:
(i) The obligations of the Company set forth under this Section 7
shall not arise upon the filing of a registration statement that
covers any of the following: (A) securities proposed to be issued
in exchange for assets or securities of another corporation; (B)
debt securities not convertible into, or exchangeable for, shares
of Common Stock; (C) securities to be issued pursuant to a
transaction registered on Form S-4 (or any registration form
promulgated by the SEC in substitution of that form); or (D) a
stock option, stock bonus, stock purchase, or other employee
benefit or compensation plan or securities issued or issuable
pursuant to any such plan.
(ii) If the Company files a registration statement in connection with
an underwritten public offering of Common Stock the Company shall
use its best efforts to cause the managing underwriter of the
proposed offering to grant any request by the Holder that Shares
purchased by the Holder upon the exercise of this Warrant be
included in the proposed public offering on terms and conditions
that are customary under industry practice. Notwithstanding any
other provision of this Agreement, if the managing underwriter of
the public offering of the Common Stock gives written notice to
the Company that, in the reasonable opinion of such managing
underwriter, marketing factors require a limitation of the total
number of shares of Common Stock to be underwritten, then the
number of Shares purchased by the Holder upon the exercise of
this Warrant that the Company shall be obligated to include in
the registration statement shall be reduced in accordance with
the limitations imposed by the managing underwriter.
(iii)The Holder must provide to the Company all information, and take
all action, the Parent reasonably requests with reasonable
advance notice, to enable it to comply with any applicable law or
regulation or to prepare the registration statement that will
cover the Shares that will be included in the registration.
(c) The Company will pay all Registration Expenses (as defined below)
in connection with the registration of the Shares pursuant to this Section
7. For purposes of this Warrant, the term "Registration Expenses" shall
mean all expenses incurred by the Company in complying with this Section 7,
including, without limitation, all registration and filing fees, exchange
listing fees, printing expenses, fees and disbursements of counsel for the
Company, state Blue Sky fees and expenses, transfer agent fees, cost of
engraving of stock certificates, costs for mailing and tombstone
advertising, cost of preparing the registration statement, related
exhibits, amendments and supplements thereto, underwriting documents,
selected dealer agreements, preliminary and final prospectuses, and the
expense of any special audits incident to or required by any such
registration, but excluding underwriting discounts and selling commissions
attributable to the Shares and the fees and expenses of the Holder's own
counsel and accountants. which shall be borne by the Holder.
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8. Indemnification and Notification.
(a) The Company will indemnify and hold harmless the Holder from and
against any and all losses, claims, damages, expenses, and liabilities
caused by any untrue statement of a material fact contained in any
registration statement or contained in a prospectus furnished thereunder or
caused by any omission to state a material fact necessary to make any
statement therein not misleading. The foregoing indemnification and
agreement to hold harmless shall not apply, however, insofar as such
losses, claims, damages, expenses, and liabilities are caused by an untrue
statement or omissions based upon information furnished in writing to the
Company by the Holder expressly for use in any registration statement or
prospectus.
(b) The Holder will indemnify the Company, and each person who
controls the Company within the meaning of Section 15 of the Act, from and
against any and all losses, claims, damages, expenses, and liabilities
caused by an untrue statement of a material fact contained in any
registration statement or contained in a prospectus furnished thereunder or
caused by an omission to state a material fact necessary to make any
statement therein not misleading insofar as such losses, claims, damages,
expenses, and liabilities are caused by an untrue statement or omission
based upon information furnished in writing to the Company by the Holder
expressly for use in any registration statement or prospectus.
(c) Each indemnified party promptly shall notify each indemnifying
party of any claim asserted or action commenced against it that is subject
to the indemnification provisions of this Section, but failure to so notify
an indemnifying party will not relieve the indemnifying party from any
liability pursuant to these indemnity provisions or otherwise, unless and
only to the extent that the failure materially prejudices the rights or
obligations of the indemnifying party. Without limiting what might be
materially prejudicial to an indemnifying party, the failure of an
indemnified party to notify an indemnifying party of a lawsuit within ten
days after the date when the indemnified party is served with a copy of the
complaint, petition, or other pleading asserting the indemnifiable claim
will be considered materially prejudicial to the rights and obligations of
any indemnifying party who was not also served with a copy of the
complaint, petition, or other pleading asserting the indemnifiable claim.
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The indemnifying party may participate at its own expense in the
defense, or, if the indemnifying party so elects within a reasonable time,
the indemnifying party may assume the defense, of any action commenced
against the indemnified party that is the subject of indemnification under
this Section. If the indemnifying party elects to assume the defense of an
indemnified action, however, the indemnifying party shall engage to defend
the action legal counsel reasonably satisfactory to the indemnified party.
If the indemnifying party elects to assume the defense of any indemnified
action, the indemnified party, and each controlling person who is a
defendant in the action, will be entitled to employ separate counsel
participate in the defense of the action at its own expense.
An indemnified party shall not settle an indemnified claim or action
without the prior written consent of the indemnifying party and the
indemnifying party will not be liable for any settlement made without its
consent. The indemnifying party shall notify the indemnified party whether
or not it will consent to a proposed settlement within ten days after it
receives from the indemnified party notice of the proposed settlement,
summarizing all the terms and conditions of settlement. The indemnifying
party's failure to notify the indemnified party within that ten-day period
whether or not it consents to the proposed settlement will constitute its
consent to the proposed settlement.
This indemnity does not apply to any untrue statement or omission, or
any alleged untrue statement or omission that was made in a preliminary
prospectus but remedied or eliminated in the final prospectus (including
any amendment or supplement to it), if a copy of the definitive prospectus
(including any amendment or supplement to it) was delivered to the person
asserting the claim at or before the time required by the Securities Act
and the delivery of the definitive prospectus (including any amendment or
supplement to it) constitutes a defense to the claim asserted by the
person.
9. No Impairment. The Company will not by any action including, without
limitation, amending or permitting the amendment of the charter documents,
bylaws, or similar instruments of the Company or through any reorganization,
reclassification, transfer of assets, consolidation, merger, share exchange,
dissolution, issue or sale of securities, or any other similar voluntary action,
avoid or seek to avoid the observance or performance of any of the express 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 actions as may be reasonably
necessary to protect the rights of the Holder against impairment or dilution.
Without limiting the generality of the foregoing, the Company will (i) take all
such action as may be necessary in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon exercise
of the Warrant, free and clear of all liens, encumbrances, equities, and claims
and (ii) use all reasonable efforts to obtain all such authorizations,
exemptions, or consents from any public regulatory body having jurisdiction over
the Company as may be necessary to enable the Company to perform its obligations
under this Warrant.
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10. Dilution Fee. If, during the Exercise Period, the Company pays any cash
dividends or makes any cash distribution to any holder of any class of its
Common Stock with respect to such Common Stock and the Exercise Price exceeds
the Market Price, then the Holder of this Warrant will be entitled to receive in
respect of this Warrant a dilution fee in cash (the "Dilution Fee") on the date
of payment of such dividend or distribution, which Dilution Fee will be equal to
the amount per share paid to the holders of Common Stock times the number of
Shares currently exercisable under this Warrant.
11. Survival. The various rights and obligations of the Holder and of the
Company as set forth in Sections 4 and 5 hereof shall survive the exercise of
this Warrant and the surrender of this instrument upon such exercise.
12. Notice. All notices required by this Warrant to be given or made by the
Company shall be given or made by first class mail, postage prepaid, addressed
to the registered Holder hereof at the address of such Holder as shown on the
books of the Company.
13. Loss or Destruction. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any loss, theft or destruction, upon delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
and its counsel, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
14. Miscellaneous.
(a) Neither this Warrant nor any term hereof may be changed, waived,
discharged, or terminated except by a written instrument executed by the
Company and the Holder.
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(b) This Warrant shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Florida, without regard
to principles of conflicts of laws thereof.
(c) Each provision of this Warrant shall be interpreted in such a
manner as to be effective, valid, and enforceable under applicable law, but
if any provision of this Warrant is held to be invalid, illegal, or
unenforceable under any applicable law or rule in any jurisdiction, such
provision will be ineffective only to the extent of such invalidity,
illegality, or unenforceability in such jurisdiction, without invalidating
the remainder of this Warrant in such jurisdiction or any provision hereof
in any other jurisdiction.
(d) No course of dealing or delay or failure to exercise any right
hereunder on the part of the Holder shall operate as a waiver of such right
or otherwise prejudice the Holder's rights, power, or remedies.
(e) The Company shall pay all expenses incurred by it in connection
with, and all documentary stamp and other taxes (other than stock transfer
taxes) and other governmental charges that may be imposed in respect of,
the issue, sale and delivery of this Warrant and the Shares issuable upon
the exercise hereof.
(f) This Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors and assigns of the Company
and the successors and permitted assigns of the Holder.
15. Further Assurances. The Company agrees that it will execute and record
such documents as the Holder shall reasonably request to secure for the Holder
any of the rights represented by this Warrant. IN WITNESS WHEREOF the Company
has caused this Warrant to be executed by its duly authorized officer as of the
16th day of October, 1998.
MEDICAL TECHNOLOGY SYSTEMS, INC.
By: ____________________________________
Name: Xxxx X. Xxxxxx
Title: President
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EXHIBIT "A"
PROMISSORY NOTE
15
EXHIBIT "B"
PURCHASE FORM
To be executed upon exercise of the Warrant. Capitalized terms have the
same meanings ascribed to then in the Warrant.
TO: Medical Technology Systems, Inc.
The undersigned hereby exercises the right to purchase ________ Shares of
Common Stock evidenced by the Warrant, according to the terms and conditions
thereof, and hereby makes payment of the Purchase Price. The undersigned
requests that certificates for the Shares shall be issued in the names set forth
below:
Dated: Name: ________________________________________
________________________________________
(Address)
________________________________________
Social Security No. ________________________
or other identifying number
