COMMON STOCK PURCHASE WARRANT
CONSOLIDATED
MEDICAL MANAGEMENT, INC.
A Montana
corporation
THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR
ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH
RESPECT THERETO.
For
certain good and valuable consideration, the receipt of which is hereby
acknowledged, Consolidated Medical Management, Inc. a Montana corporation (the
“Company”),
hereby grants to Xxxxxxx X. Xxxx, Xx. the right to purchase, for five (5) years
from the date of this Warrant, up to twelve million (12,000,000) fully paid and
non-assessable shares of the Company’s Common Stock, par value $0.0001 per share
(the “Common
Stock”).
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1.
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Exercise
of Warrant. The purchase rights represented by this Warrant are
exercisable at the option of the holder thereof (“Holder”),
in whole or in part during any period in which this Warrant may be
exercised as set forth above. This common stock purchase warrant (the
“Warrant”)
is exercisable at a price of $0.03 per share (subject to adjustment as
provided below) payable in cash or by certified or official bank check in
New York Clearing House funds, subject to adjustment as provided in
Section 5 hereof. Upon surrender of this Warrant with the Purchase Price
(as hereinafter defined) for the shares of Common Stock purchased, at the
Company’s principal executive offices (presently located at 0000 Xxxx Xxxx
Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000), Holder shall be entitled to
receive a certificate or certificates for the shares of Common Stock so
purchased.
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2.
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Issuance
of Stock Certificates. Upon receipt of the Purchase Price and a
request to exercise this Warrant properly directed to the Company’s
Secretary, certificates for the Common Stock shall be issued in the name
of, or in such names as may be directed by, the Holder; provided, however,
that the Company shall not be required to pay any tax which may be payable
in respect of any transfer involved in the issuance and delivery of such
certificate in a name other than that of the holder and the Company shall
not be required to issue or deliver such certificates unless or until the
person or persons requesting the issuance thereof shall have paid to the
Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been
paid.
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3.
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Restriction
on Transfer of Warrant. The holder of this Warrant, by his
acceptance hereof, covenants, and agrees that this Warrant can be pledged
or hypothecated, but it cannot be sold, transferred, or assigned other
than in connection with such hypothecation, unless a registration
statement is filed under the Securities Act of 1933 and any applicable
state securities laws.
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4.
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Price.
The initial purchase price shall be $0.03 per share of Common Stock. The
adjusted purchase price shall result from time to time from any and all
adjustments of the initial purchase price in accordance with the
provisions of Article 5 hereof. The term “Purchase
Price” herein shall mean the initial purchase price or the adjusted
purchase price, as the context may
require.
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5.
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Adjustments
of Purchase Price and Number of
Shares.
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(a)
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Subdivision
and Combination. In case the Company shall at any time subdivide or
combine the outstanding shares of Common Stock, the Purchase Price shall
forthwith be proportionately decreased in the case of subdivision or
increased in the case of
combination.
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(b)
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Reclassification,
Consolidation, Merger, Etc. In case of any reclassification or
change of the outstanding shares of Common Stock (other than a change in
par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or in the case of any
consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is
the surviving corporation and which does not result in any
reclassification or change of the outstanding shares of Common Stock,
except a change as a result of a subdivision or combination of such shares
or a change in par value, as aforesaid), or in the case of a sale or
conveyance to another corporation of the property of the Company as an
entirety, the holder of this Warrant shall thereafter have the right to
purchase the kind and number of shares of stock and other securities and
property which would have been received upon such reclassification,
change, consolidation, merger, sale or conveyance if such holder had
exercised this Warrant immediately prior to such transaction, at a price
equal to the product of (x) the number of shares issuable upon exercise of
this Warrant and (y) the Purchase Price in effect immediately prior to the
record date for such reclassification, change, consolidation, merger, sale
or conveyance.
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(c)
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No
Adjustment of Purchase Price in Certain Cases. No adjustment of the
Purchase Price shall be made upon the issuance or becoming issuable of
shares of Common Stock pursuant to the antidilution provisions contained
in any of the Company’s securities.
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(d)
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Adjustment
in Number of Shares. Upon each adjustment of the Purchase Price
pursuant to the provisions of this Section 5, the number of shares of
Common Stock issuable upon the exercise of each Warrant shall be adjusted
to the nearest full share by multiplying the Purchase Price in effect
immediately prior to such adjustment by the number of shares of Common
Stock issuable upon exercise of the Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Purchase
Price.
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6.
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Replacement
of Warrant. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction, or mutilation of this
Warrant, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and reimbursement to the Company
of all reasonable expenses incidental thereto, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will make and
deliver a new Warrant of like tenor, in lieu of this
Warrant.
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7.
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Elimination
of Fractional Interests. The Company shall
not be required to issue stock certificates representing fractions of
shares of Common Stock, nor shall it be required to issue scrip or pay
cash in lieu of fractional interests, it being the intent of the parties
that all fractional interests shall be
eliminated.
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8.
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Authorized
Capital of the Company. The initial purchaser of this warrant
acknowledges that the Company has insufficient authorized capital to
permit exercise of this Warrant. The Company plans on submitting to
shareholders a plan to increase the Company’s authorized capital in order
to have sufficient authorized shares to cover the shares issuable
hereunder. In the event that the Company does not increase its authorized
capital in an amount sufficient to cover all shares exercisable hereunder,
the initial purchaser of this Warrant and the Company agree that the
purchase of this Warrant shall be rescinded and the initial purchaser’s
consideration returned (without payment of
interest).
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If the
Company does increase its authorized capital in an amount sufficient to cover
all shares exercisable hereby, then the Company shall at all times reserve and
keep available out of its authorized shares of Common Stock, solely for the
purpose of issuance upon the exercise of this Warrant, such number of shares of
Common Stock as shall be issuable upon the exercise hereof. The Company
covenants and agrees that, upon exercise of this Warrant and payment of the
Purchase Price therefor, all shares of Common Stock issuable upon such exercise
shall be duly and validly issued, fully paid and non-assessable, provided that
the Purchase Price per share shall equal or exceed the par value of the Common
Stock. As long as the Warrant shall be outstanding, the Company shall use its
best efforts to cause all shares of Common Stock issuable upon the exercise of
the Warrant to be listed (subject to official notice of issuance) on all
securities exchanges on which the Common Stock may then be listed.
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9.
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Notices
to Warrant Holders. Nothing contained
in this Warrant shall be construed as conferring upon the Holder the right
to vote or to consent or to receive notice as a shareholder in respect of
any meetings of shareholders for the election of directors or any other
matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Warrant
and prior to its exercise, any of the following events shall
occur:
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(a)
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The
Company shall take a record of the holders of its shares of Common Stock
for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable
otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or
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(b)
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The
Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option,
right or warrant to subscribe therefor;
or
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(c)
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A
dissolution, liquidation or winding up of the Company (other than in
connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety
shall be proposed;
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then, in
any one or more of said events, the Company shall give written notice of such
event at least fifteen (15) days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the shareholders
entitled to such dividend, distribution, convertible or exchangeable securities
or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or
the date of closing the transfer books, as the case may be. Failure to give such
notice or any defect therein shall not affect the validity of any action taken
in connection with the declaration or payment of any such dividend, or the
issuance of any convertible or exchangeable securities, or subscription rights,
options or warrants, or any proposed dissolution, liquidation, winding up or
sale.
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10.
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Notices.
All notices, requests, consents and other communications hereunder shall
be in writing and shall be deemed to have been duly made when delivered,
or mailed by registered or certified mail, return receipt
requested:
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(a)
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If
to the registered holder of this Warrant, to the address of such holder as
shown on the books of the Company;
or
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(b)
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If
to the Company, to the address set forth on the first page of this
Warrant.
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11.
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Successors.
All the covenants, agreements, representations and warranties contained in
this Warrant shall bind the parties hereto and their respective heirs,
executors, administrators, distributees, successors and
assigns.
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12.
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Headings.
The article and section headings in this Warrant are inserted for purposes
of convenience only and shall have no substantive
effect.
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Executed
this 8th day of
June, 2007.
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Consolidated
Medical Management, Inc.
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By:
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Xxxxx
Xxxxxx,
Chairman
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Xxxxx
Xxxxxxx, Secretary
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