Exhibit 4.2
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER
THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER SUCH ACT OR, AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND
SCOPE REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144
UNDER SUCH ACT.
________________________________________
I-TRAX, INC.
ONE XXXXX SQUARE
000 X. 00XX XXXXXX, XXXXX 0000
XXXXXXXXXXXX, XX 00000
PHONE NO.: (000) 000-0000
FAX NO.: (000) 000-0000
STOCK PURCHASE WARRANT
Warrant No.: G-1 Right to Purchase: 100,000
Date: April 1, 2003
THIS CERTIFIES THAT, for value received, Xxxxxx Xxxxx and Xxxxx Xxxxx,
as tenants in common (the "Holder"), are entitled to purchase from I-TRAX, INC.,
a Delaware corporation (the "Company"), at any time from April 1, 2003 unit 5:00
p.m. (EST) on April 1, 2008 100,000 fully paid and nonassessable shares of the
Company's common stock, par value $0.001 per share ("Common Stock"), at an
exercise price of $1.50 per share. The number of shares of Common Stock issuable
upon the exercise of this Warrant will be equitably adjusted in the event of a
forward of reverse stock split or substantially similar reclassification of
outstanding shares of Common Stock.
1. The Company is issuing this Warrant to the Holder pursuant to a
Subscription Agreement.
2. To exercise this Warrant or any part of this Warrant, the Holder
must deliver to the Company (collectively, the "Exercise Documentation"): (i) a
completed exercise agreement a form of which is attached; (ii) this Warrant; and
(iii) a check payable to the Company in an amount equal to the product of the
exercise price and the number of shares the Holder desires to purchase. The
Company will, without charge, issue certificates for shares of Common Stock
purchased upon exercise of this Warrant within 10 days after receipt of the
Exercise Documentation. Unless this Warrant has expired, is deemed redeemed or
all of the purchase rights represented by this Warrant have been exercised, the
Company will also prepare a new Warrant, substantially identical to this
Warrant, representing the rights formerly represented by this Warrant which have
not expired, been deemed redeemed or been exercised.
3. The Company will at all times reserve and keep available for
issuance upon the exercise of this Warrant such number of its authorized but
unissued shares of Common Stock as will be sufficient to permit the exercise in
full of this Warrant, and upon such issuance such shares of Common Stock will be
validly issued, fully paid and nonassessable.
4. This Warrant does not and will not entitle the Holder to any voting
rights or other rights as a stockholder of the Company.
5. If the closing price of Common Stock, as reported by the American
Stock Exchange or such other exchange or quotation service on which the Common
Stock may be traded following the issuance of this Warrant, is $5.00 or more for
a period of 20 consecutive trading days, the Company may, within 10 days of the
last such trading day, deliver to the Holder, at the Holder address as on file
with the Company, written notice of the Company's intent to redeem this Warrant
for a price of $.05 for each share then issuable upon the exercise of this
Warrant. The Holder will then have a period of 15 days following receipt of such
notice to exercise this Warrant in accordance with its terms. If the Holder does
not exercise this Warrant within the period of 15 days specified in the
preceding sentence, this Warrant will be deemed to have been redeemed by the
Company and Holder will only be entitled to receive from the Company the
redemption price of $.05 for each share of Common Stock which would have been
issuable upon the exercise of this Warrant immediate prior to its deemed
redemption.
6. The construction, validity and interpretation of this Warrant will
be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers under its corporate seal.
I-TRAX, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
(Corporate Seal)
Attest:
/s/ Xxxx Xxxxxxxxx
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Secretary
