EXHIBIT 4.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE UNDER THE FOREGOING LAWS.
THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON DECEMBER 12,
2011 (the "EXPIRATION DATE").
No. ___________
UNITED AMERICAN HEALTHCARE CORPORATION
WARRANT TO PURCHASE _____________
COMMON SHARES, NO PAR VALUE
For VALUE RECEIVED, ______________________________ ("WARRANTHOLDER" or
"HOLDER") is entitled to purchase, subject to the provisions of this Warrant,
from United American Healthcare Corporation, a Michigan corporation ("COMPANY"),
at any time not later than 5:00 P.M., Eastern time, on the Expiration Date (as
defined above), at an exercise price per share equal to $8.50 (the exercise
price in effect being herein called the "WARRANT PRICE"), up to an aggregate of
____________ ("WARRANT SHARES") of the Company's Common Shares, no par value
("COMMON STOCK"). The number of Warrant Shares purchasable upon exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time to time
as described herein. This Warrant is one of series of warrants ("2006 WARRANTS")
issued pursuant to the terms of the Purchase Agreement dated as of December 13,
2006, by and among the Company and the Investors referred to therein (the
"PURCHASE AGREEMENT").
Section 1. Registration. The Company shall maintain books for the transfer
and registration of this Warrant. Upon the initial issuance of this Warrant, the
Company shall issue and register this Warrant in the name of the Warrantholder.
Section 2. Transfers. As provided herein, this Warrant may be transferred
only pursuant to a registration statement filed under the Securities Act of
1933, as amended ("SECURITIES ACT"), or an exemption from such registration.
Subject to such restrictions, the Company shall transfer this Warrant from time
to time upon the books to be maintained by the Company for that purpose, upon
surrender thereof for transfer properly endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be reasonably required
by the Company, including, if required by the Company, an opinion of counsel to
the effect that such transfer is exempt from the registration requirements of
the Securities Act, to establish that such transfer is being made in accordance
with the terms hereof, and a new Warrant shall be issued to the transferee and
the surrendered Warrant shall be canceled by the Company.
Section 3. Exercise of Warrant. (a) Generally. Subject to the provisions
hereof, the Warrantholder may exercise this Warrant in whole or in part at any
time prior to its expiration upon delivery of the duly executed Warrant exercise
form attached hereto as APPENDIX A (the "EXERCISE AGREEMENT") and payment by
cash, certified check or wire transfer of funds of the aggregate Warrant Price
for that number of Warrant Shares then being purchased (collectively, the
"EXERCISE DELIVERY DOCUMENTS"), to the Company during normal business hours on
any Business Day at the Company's principal executive offices (or such other
office or agency of the Company as it may designate by notice to the holder
hereof). The Warrant Shares so purchased shall be deemed to be issued to the
holder hereof or such holder's designee, as the record owner of such shares, as
of the close of business on the date on which the completed Exercise Agreement
has been delivered and the Warrant Price shall have been paid. Promptly
following the exercise hereof, the Warrantholder shall deliver the original
Warrant to the Company (or evidence of loss, theft or destruction thereof and
security or indemnity satisfactory to the Company shall have been received). The
Company shall transmit by facsimile an acknowledgment of confirmation of receipt
of the Exercise Delivery Documents to the Holder and the Company's transfer
agent (the "TRANSFER AGENT"). On or before the third (3rd) Business Day
following the date on which the Company has received all of the Exercise
Delivery Documents (the "SHARE DELIVERY DATE"), the Company shall (X) provided
that the Transfer Agent is participating in The Depository Trust Company ("DTC")
Fast Automated Securities Transfer Program, upon the request of the
Warrantholder, credit such aggregate number of shares of Common Stock to which
the Warrantholder is entitled pursuant to such exercise to the Warrantholder's
or its designee's account with DTC through its Deposit Withdrawal Agent
Commission system, or (Y) if the Transfer Agent is not participating in the DTC
Fast Automated Securities Transfer Program, issue and send to the address as
specified in the Exercise Agreement, a certificate, registered in the Company's
share register in the name of the Warrantholder or its designee, for the number
of shares of Common Stock to which the Warrantholder is entitled pursuant to
such exercise. In the event that the Warrant Shares are not so delivered by the
Share Delivery Date, in addition to the Warrantholder's other available
remedies, the Company shall pay to the Warrantholder, in cash, as partial
liquidated damages and not as a penalty, for each $1,000 of Warrant Shares
(based on the VWAP of the Common Stock on the date of exercise, $2.50 per
Trading Day for each Trading Day after the Share Delivery Date until such
Warrant Shares are so delivered, but not to exceed the aggregate amount of
$100,000 for such occurrences to all holders of 2006 Warrants collectively.
Nothing herein shall limit Warrantholder's right to pursue actual damages for
the Company's failure to deliver certificates representing any Warrant Shares as
required hereunder, and such Warrantholder shall have the right to pursue all
remedies for such failure available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief, without
the necessity of showing economic loss and without any bond or other security
being required. As used herein, "BUSINESS DAY" means a day, other than a
Saturday or Sunday, on which banks in New York City are open for the general
transaction of business. Each exercise hereof shall constitute the
re-affirmation by the Warrantholder that the representations and warranties
contained in Section 5 of the Purchase Agreement are true and correct with
respect to the Warrantholder as of the time of such exercise.
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(b) Cashless Exercise. This Warrant may also be exercised at such time
by means of a "cashless exercise" in which the Warrantholder shall be entitled
to receive a certificate for the number of Warrant Shares equal to the quotient
obtained by dividing [(A-B) (X)] by (A), where:
(A) = the VWAP on the Trading Day immediately preceding the date of such
election;
(B) = the Warrant Price of this Warrant, as adjusted; and
(X) = the number of Warrant Shares issuable upon exercise of this Warrant
in accordance with the terms of this Warrant by means of a cash
exercise rather than a cashless exercise.
(c) Certain Definitions. As used in Sections 3(a) and 3(b) above, the
following terms shall have the following meanings:
"TRADING DAY" means a day on which the Common Stock is traded on a Trading
Market.
"TRADING MARKET" means the following markets or exchanges on which the
Common Stock is listed or quoted for trading on the date in question: the Nasdaq
Capital Market, the American Stock Exchange, the New York Stock Exchange, the
Nasdaq Global Market or the OTC Bulletin Board.
"VWAP" means the volume weighted average sale price of the Common Stock
sold on a Trading Market.
(d) Limitations on Exercise. The Company shall not effect the exercise
of this Warrant, and the Warrantholder shall not have the right to exercise this
Warrant, to the extent that after giving effect to such exercise, such Person
(together with such Person's affiliates) would beneficially own in excess of
4.99% (the "MAXIMUM PERCENTAGE") of the shares of Common Stock outstanding
immediately after giving effect to such exercise. For purposes of the foregoing
sentence, the aggregate number of shares of Common Stock beneficially owned by
such Person and its affiliates shall include the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Common
Stock which would be issuable upon (i) exercise of the remaining, unexercised
portion of this Warrant beneficially owned by such Person and its affiliates and
(ii) exercise or conversion of the unexercised or unconverted portion of any
other securities of the Company beneficially owned by such Person and its
affiliates (including, without limitation, any convertible notes or convertible
preferred stock or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the
preceding sentence, for purposes of this paragraph, beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. For purposes of this Warrant, in determining the number of
outstanding shares of Common Stock, the Warrantholder may rely on the number of
outstanding shares of Common Stock as reflected in (1) the Company's most recent
Form 10-K, Form 10-KSB, Form 10-Q, Form 10-QSB, Current Report on Form 8-K or
other public filing with the Securities and Exchange Commission, as the case may
be, (2) a more recent public announcement by the Company or (3) any other notice
by the Company or the Transfer Agent setting forth the number of shares of
Common Stock outstanding. In any case, the number of
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outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant,
by the Warrantholder and its affiliates since the date as of which such number
of outstanding shares of Common Stock was reported. To the extent that the
limitation contained in this Section 3(d) applies, the submission of an Exercise
Agreement by the Warrantholder shall be deemed to be the Warrantholder's
representation that this Warrant is exercisable pursuant to the terms hereof and
the Company shall be entitled to rely on such representation without making any
further inquiry as to whether this Section 3(d) applies. By written notice to
the Company, the Warrantholder may from time to time increase or decrease the
Maximum Percentage to any other percentage not in excess of 9.99% specified in
such notice; provided that (i) any such increase will not be effective until the
sixty-first (61st) day after such notice is delivered to the Company, and (ii)
any such increase or decrease will apply only to the Warrantholder and not to
any other holder of this Warrant.
Section 4. Compliance with the Securities Act of 1933. The Company may
cause the legend set forth on the first page of this Warrant or in Section 5.7
of the Purchase Agreement to be set forth on each Warrant or similar legend on
any security issued or issuable upon exercise of this Warrant.
Section 5. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares issuable upon the
exercise of this Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the registered holder of this Warrant in respect of
which such shares are issued, and in such case, the Company shall not be
required to issue or deliver any certificate for Warrant Shares or any Warrant
until the person requesting the same has paid to the Company the amount of such
tax or has established to the Company's reasonable satisfaction that such tax
has been paid. The holder shall be responsible for income taxes due under
federal, state or other law, if any such tax is due.
Section 6. Mutilated or Missing Warrants. In case this Warrant shall be
mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and for the purchase of a like number of Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity and/or bond with respect thereto, if
requested by the Company.
Section 7. Reservation of Common Stock. The Company hereby represents and
warrants that there have been reserved, and the Company shall at all applicable
times keep reserved until issued (if necessary) as contemplated by this Section
7, out of the authorized and unissued shares of Common Stock, sufficient shares
to provide for the exercise of the rights of purchase represented by this
Warrant. The Company agrees that all Warrant Shares issued upon due exercise of
this Warrant shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and nonassessable
shares of Common Stock of the Company.
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Section 8. Adjustments. Subject and pursuant to the provisions of this
Section 8, the Warrant Price and number of Warrant Shares subject to this
Warrant shall be subject to adjustment from time to time as set forth below.
(a) If the Company shall, at any time or from time to time while this
Warrant is outstanding, make a distribution on its Common Stock in shares of
Common Stock, subdivide its outstanding shares of Common Stock into a greater
number of shares, or combine its outstanding shares of Common Stock into a
smaller number of shares, or issue by reclassification of its outstanding shares
of Common Stock any shares of its capital stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then the number of Warrant Shares
purchasable upon exercise of this Warrant, and the Warrant Price in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by the Company so that the Warrantholder thereafter exercising
this Warrant shall be entitled to receive the number of shares of Common Stock
or other capital stock which the Warrantholder would have received if this
Warrant had been exercised immediately prior to such event upon payment of a
Warrant Price that has been adjusted to reflect a fair allocation of the
economics of such event to the Warrantholder (i.e., the same aggregate Warrant
Price for aggregate securities covered by this Warrant). Such adjustments shall
be made successively whenever any event listed above shall occur.
(b) If any capital reorganization, reclassification of the capital
stock of the Company, consolidation or merger of the Company with another
corporation in which the Company is not the survivor, or sale, transfer or other
disposition of all or substantially all of the Company's assets to another
corporation shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition (a
"FUNDAMENTAL TRANSACTION"), lawful and adequate provision shall be made whereby
the acquiring company (the "SUCCESSOR ENTITY") assumes in writing all of the
obligations of the Company under this Warrant and the other "TRANSACTION
DOCUMENTS" (as defined in the Purchase Agreement) in accordance with the
provisions of this Section 8(b), including agreements to deliver to each holder
of Warrants in exchange for such Warrants a warrant of the Successor Entity,
including, without limitation, an adjusted aggregate exercise price equal to the
aggregate exercise price of the Warrant before such Fundamental Transaction, and
exercisable for the consideration receivable in such Fundamental Transaction by
the holder of a number of shares of Common Stock acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of
this Warrant) prior to such Fundamental Transaction. Upon the occurrence of any
Fundamental Transaction, the Successor Entity shall succeed to, and be
substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Warrant referring to the "Company" shall
refer instead to the Successor Entity), and may exercise every right and power
of the Company and shall assume all of the obligations of the Company under this
Warrant with the same effect as if such Successor Entity had been named as the
Company herein. Promptly after consummation of the Fundamental Transaction, the
Successor Entity shall deliver to the Warrantholder confirmation that there
shall be issued upon exercise of this Warrant at any time after the consummation
of the Fundamental Transaction, in lieu of the shares of the Common Stock (or
other securities, cash, assets or other property) purchasable upon the exercise
of the Warrant prior to such Fundamental Transaction, such shares of stock,
securities, cash, assets or any other property whatsoever (including warrants
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or other purchase or subscription rights) which the Holder would have been
entitled to receive upon the happening of such Fundamental Transaction had this
Warrant been exercised immediately prior to such Fundamental Transaction. Prior
to the consummation of any Fundamental Transaction pursuant to which holders of
shares of Common Stock are entitled to receive securities or other assets with
respect to or in exchange for shares of Common Stock (a "CORPORATE EVENT"), the
Company shall make appropriate provision to insure that the Warrantholder will
thereafter have the right to receive upon an exercise of this Warrant at any
time after the consummation of the Fundamental Transaction but prior to the
Expiration Date, in lieu of the shares of the Common Stock (or other securities,
cash, assets or other property) purchasable upon the exercise of the Warrant
prior to such Fundamental Transaction, such shares of stock, securities, cash,
assets or any other property whatsoever (including warrants or other purchase or
subscription rights) which the Holder would have been entitled to receive upon
the happening of such Fundamental Transaction had the Warrant been exercised
immediately prior to such Fundamental Transaction. The provisions of this
Section shall apply similarly and equally to successive Fundamental Transactions
and Corporate Events and shall be applied without regard to any limitations on
the exercise of this Warrant. Notwithstanding the foregoing, in the event of a
Fundamental Transaction that occurs within one year of the Closing Date in which
the consideration consists of substantially all cash or securities of a private
company, at the request of the Warrantholder delivered before the 90th day after
such Fundamental Transaction, the Company (or the Successor Entity) shall
purchase this Warrant from the Warrantholder by paying to the Warrantholder,
within five Business Days after such request (or, if later, on the effective
date of the Fundamental Transaction), cash in an amount equal to the Black
Scholes Value (as defined below) of the remaining unexercised portion of this
Warrant on the date of such Fundamental Transaction. For purposes hereof, "BLACK
SCHOLES VALUE" means the value of this Warrant based on the Black and Scholes
Option Pricing Model obtained from the "OV" function on Bloomberg Financial
Markets ("BLOOMBERG") determined as of the day immediately following the public
announcement of the applicable Fundamental Transaction and reflecting (i) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of such date of request and (ii)
an expected volatility equal to the 100 day volatility obtained from the HVT
function on Bloomberg.
(c) In case the Company shall fix a payment date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness or assets (other than cash
dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8(a)), or
subscription rights or warrants, the Warrant Price to be in effect after such
payment date shall be determined by multiplying the Warrant Price in effect
immediately prior to such payment date by a fraction, the numerator of which
shall be the total number of shares of Common Stock outstanding multiplied by
the Market Price (as defined below) per share of Common Stock immediately prior
to such payment date, less the fair market value (as determined by the Company's
Board of Directors in good faith) of said evidences of indebtedness or assets so
distributed, or of such subscription rights or warrants, and the denominator of
which shall be the total number of shares of Common Stock outstanding multiplied
by such Market Price per share of Common Stock immediately prior to such payment
date. "MARKET PRICE" as of a particular
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date (the "VALUATION DATE") shall mean the following: (i) if the Common Stock is
then listed on a national stock exchange (other than Nasdaq), the closing sale
price of one share of Common Stock on such exchange on the last trading day
prior to the Valuation Date; (ii) if the Common Stock is then quoted on The
Nasdaq Stock Market, Inc. ("NASDAQ"), the closing sale price of one share of
Common Stock on Nasdaq on the last trading day prior to the Valuation Date or,
if no such closing sale price is available, the average of the high bid and the
low asked price quoted on Nasdaq on the last trading day prior to the Valuation
Date; or (iii) if the Common Stock is not then listed on a national stock
exchange or quoted on Nasdaq, the fair market value of one share of Common Stock
as of the Valuation Date shall be determined in good faith by the Board of
Directors of the Company. If the Common Stock is not then listed on a national
securities exchange or quoted on Nasdaq, the Board of Directors of the Company
shall respond promptly, in writing, to an inquiry by the Warrantholder prior to
the exercise hereunder as to the fair market value of a share of Common Stock as
determined by the Board of Directors of the Company. Such adjustment shall be
made successively whenever such a payment date is fixed.
(d) An adjustment to the Warrant Price shall become effective
immediately after the payment date in the case of each dividend or distribution
and immediately after the effective date of each other event which requires an
adjustment.
(e) In the event that, as a result of an adjustment made pursuant to
this Section 8, the holder of this Warrant shall become entitled to receive any
shares of capital stock of the Company other than shares of Common Stock, the
number of such other shares so receivable upon exercise of this Warrant shall be
subject thereafter to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Warrant
Shares contained in this Warrant.
(f) If and whenever on or after the date hereof, but prior to the
first (1st) anniversary of the date hereof, the Company issues or sells, or in
accordance with this Section 8(f) is deemed to have issued or sold, any shares
of Common Stock (including the issuance or sale of shares of Common Stock owned
or held by or for the account of the Company, but excluding shares of Common
Stock issued or sold or deemed to have been issued or sold by the Company in
connection with any Excluded Securities (as defined in the Purchase Agreement)
for a consideration per share less than a price (the "APPLICABLE PRICE") equal
to the Warrant Price in effect immediately prior to such issue or sale or deemed
issuance or sale (the foregoing a "DILUTIVE ISSUANCE"), then immediately after
such Dilutive Issuance, the Warrant Price then in effect shall be reduced to an
amount equal to the product of (A) the Warrant Price in effect immediately prior
to such Dilutive Issuance and (B) the quotient determined by dividing (1) the
sum of (I) the product derived by multiplying the Warrant Price in effect
immediately prior to such Dilutive Issuance and the number of shares of Common
Stock Deemed Outstanding immediately prior to such Dilutive Issuance plus (II)
the consideration, if any, received by the Company upon such Dilutive Issuance,
by (2) the product derived by multiplying (I) the Warrant Price in effect
immediately prior to such Dilutive Issuance by (II) the number of shares of
Common Stock Deemed Outstanding immediately after such Dilutive Issuance. Upon
each such adjustment of the Warrant Price hereunder, the number of Warrant
Shares shall be adjusted to the number of shares of Common Stock determined by
multiplying the Warrant Price in effect immediately prior to such adjustment by
the number of Warrant Shares acquirable upon exercise
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of this Warrant immediately prior to such adjustment and dividing the product
thereof by the Warrant Price resulting from such adjustment. For purposes of
this Section 8(f), the following definitions shall apply: (A) "CONVERTIBLE
SECURITIES" means any stock or securities (other than Options) convertible into
or exercisable or exchangeable for shares of Common Stock, (B) "OPTIONS" means
any rights, warrants or options to subscribe for or purchase shares of Common
Stock or Convertible Securities other than pursuant to the Transaction
Documents; and (C) "COMMON STOCK EQUIVALENTS" means, collectively, Options and
Convertible Securities. For purposes of determining the adjusted Warrant Price
under this Section 8(f), the following shall be applicable:
(i) Issuance of Options. If the Company in any manner grants any
Options and the lowest price per share for which one share of Common Stock is
issuable upon the exercise of any such Option or upon conversion, exercise or
exchange of any Convertible Securities issuable upon exercise of any such Option
is less than the Applicable Price, then such share of Common Stock shall be
deemed to be outstanding and to have been issued and sold by the Company at the
time of the granting or sale of such Option for such price per share. For
purposes of this Section 8(f)(i), the "LOWEST PRICE PER SHARE FOR WHICH ONE
SHARE OF COMMON STOCK IS ISSUABLE UPON EXERCISE OF ANY SUCH OPTION OR UPON
CONVERSION, EXERCISE OR EXCHANGE OF SUCH CONVERTIBLE SECURITIES" shall be equal
to the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of Common Stock upon the
granting or sale of the Option, upon exercise of the Option and upon conversion,
exercise or exchange of any Convertible Security issuable upon exercise of such
Option. No further adjustment of the Warrant Price or number of Warrant Shares
shall be made upon the actual issuance of such shares of Common Stock or of such
Convertible Securities upon the exercise of such Options or upon the actual
issuance of such shares of Common Stock upon conversion, exercise or exchange of
such Convertible Securities.
(ii) Issuance of Convertible Securities. If the Company in any
manner issues or sells any Convertible Securities and the lowest price per share
for which one share of Common Stock is issuable upon the conversion, exercise or
exchange thereof is less than the Applicable Price, then such share of Common
Stock shall be deemed to be outstanding and to have been issued and sold by the
Company at the time of the issuance or sale of such Convertible Securities for
such price per share. For the purposes of this Section 8(f)(ii), the "LOWEST
PRICE PER SHARE FOR WHICH ONE SHARE OF COMMON STOCK IS ISSUABLE UPON THE
CONVERSION, EXERCISE OR EXCHANGE" shall be equal to the sum of the lowest
amounts of consideration (if any) received or receivable by the Company with
respect to one share of Common Stock upon the issuance or sale of the
Convertible Security and upon conversion, exercise or exchange of such
Convertible Security. No further adjustment of the Warrant Price or number of
Warrant Shares shall be made upon the actual issuance of such shares of Common
Stock upon conversion, exercise or exchange of such Convertible Securities, and
if any such issue or sale of such Convertible Securities is made upon exercise
of any Options for which adjustment of this Warrant has been or is to be made
pursuant to other provisions of this Section 8(f), no further adjustment of the
Warrant Price or number of Warrant Shares shall be made by reason of such issue
or sale.
(iii) Change in Option Price or Rate of Conversion. If the
purchase price provided for in any Options, the additional consideration, if
any, payable upon the issue,
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conversion, exercise or exchange of any Convertible Securities, or the rate at
which any Convertible Securities are convertible into or exercisable or
exchangeable for shares of Common Stock increases or decreases at any time, the
Warrant Price and the number of Warrant Shares in effect at the time of such
increase or decrease shall be adjusted to the Warrant Price and the number of
Warrant Shares which would have been in effect at such time had such Options or
Convertible Securities provided for such increased or decreased purchase price,
additional consideration or increased or decreased conversion rate, as the case
may be, at the time initially granted, issued or sold. For purposes of this
Section 8(f)(iii), if the terms of any Option or Convertible Security that was
outstanding as of the date of issuance of this Warrant are increased or
decreased in the manner described in the immediately preceding sentence, then
such Option or Convertible Security and the shares of Common Stock deemed
issuable upon exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such increase or decrease. No adjustment pursuant
to this Section 8(f) shall be made if such adjustment would result in an
increase of the Warrant Price then in effect or a decrease in the number of
Warrant Shares compared to the price before the original adjustment.
(iv) Calculation of Consideration Received. In case any Option is
issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction, the Options will be deemed to
have been issued for the difference of (x) the aggregate fair market value of
such Options and other securities issued or sold in such integrated transaction,
less (y) the fair market value of the securities other than such Option, issued
or sold in such transaction and the other securities issued or sold in such
integrated transaction will be deemed to have been issued or sold for the
balance of the consideration received by the Company. If any shares of Common
Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be deemed
to be the net amount received by the Company therefor. If any shares of Common
Stock, Options or Convertible Securities are issued or sold for a consideration
other than cash, the amount of such consideration received by the Company will
be the fair value of such consideration, except where such consideration
consists of securities, in which case the amount of consideration received by
the Company will be the Weighted Average Price of such security on the date of
receipt. If any shares of Common Stock, Options or Convertible Securities are
issued to the owners of the non-surviving entity in connection with any merger
in which the Company is the surviving entity, the amount of consideration
therefor will be deemed to be the fair value of such portion of the net assets
and business of the non-surviving entity as is attributable to such shares of
Common Stock, Options or Convertible Securities, as the case may be. The fair
value of any consideration other than cash or securities will be determined by
the Company in good faith.
Section 9. Fractional Interest. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of this Warrant. If any fractional
share of Common Stock would, except for the provisions of the first sentence of
this Section 9, be deliverable upon such exercise, the Company, in lieu of
delivering such fractional share, shall pay to the exercising holder of this
Warrant an amount in cash equal to the Market Price of such fractional share of
Common Stock on the date of exercise.
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Section 10. Benefits. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall be for the sole and exclusive benefit of the Company and the
Warrantholder.
Section 11. Notices to Warrantholder. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Company shall promptly give
written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. Failure to give such notice to the Warrantholder or any
defect therein shall not affect the legality or validity of the subject
adjustment.
Section 12. Identity of Transfer Agent. The Transfer Agent for the Common
Stock is Computershare Investor Services, L.L.C. Upon the appointment of any
subsequent transfer agent for the Common Stock or other shares of the Company's
capital stock issuable upon the exercise of the rights of purchase represented
by this Warrant, the Company will mail to the Warrantholder a statement setting
forth the name and address of such transfer agent.
Section 13. Notices. Unless otherwise provided, any notice required or
permitted under this Warrant shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery,
then such notice shall be deemed given upon such delivery, (ii) if given by
telex or facsimile, then such notice shall be deemed given upon receipt of
confirmation of complete transmittal, (iii) if given by mail, then such notice
shall be deemed given upon the earlier of (A) receipt of such notice by the
recipient or (B) three Business Days after such notice is deposited in first
class mail, postage prepaid, and (iv) if given by an internationally recognized
overnight air courier, then such notice shall be deemed given one day after
delivery to such carrier. All notices shall be addressed as follows: if to the
Warrantholder, at its address as set forth in the Company's books and records,
and if to the Company, at the address as follows, or at such other address as
the Warrantholder or the Company may designate by ten days' advance written
notice to the other:
IF TO THE COMPANY: United American Healthcare Corporation
000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Chief Financial Officer
WITH A COPY TO: Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx LLP
0000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxx
Section 14. Registration Rights. The initial holder of this Warrant is
entitled to the benefit of certain registration rights with respect to the
shares of Common Stock issuable upon the exercise of this Warrant as provided in
the Registration Rights Agreement, and any subsequent holder hereof may be
entitled to such rights.
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Section 15. Successors. All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its
respective permitted successors and assigns hereunder.
Section 16. Governing Law. This Warrant shall be governed by, and construed
in accordance with, the internal laws of the State of New York, without
reference to the choice of law provisions thereof.
Section 17. No Rights as Shareholder. Prior to the exercise of this
Warrant, the Warrantholder shall not have or exercise any rights as a
shareholder of the Company by virtue of its ownership of this Warrant.
Section 18. Amendment; Waiver. Any term of this Warrant may be amended or
waived (including the adjustment provisions included in Section 8 of this
Warrant) only upon the written consent of the Company and the Warrantholder.
Section 19. Section Headings. The section headings in this Warrant are for
the convenience of the Company and the Warrantholder and in no way alter,
modify, amend, limit or restrict the provisions hereof.
Section 20. Remedies. Other Obligations, Breaches And Injunctive Relief.
The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant and the other Transaction Documents,
at law or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit the right of the Holder to
pursue actual damages for any failure by the Company to comply with the terms of
this Warrant. The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to the Warrantholder and that the remedy
at law for any such breach may be inadequate. The Company therefore agrees that,
in the event of any such breach or threatened breach, the Holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed, as of the 13th day of December, 2006.
THE COMPANY: UNITED AMERICAN HEALTHCARE CORPORATION
By:
------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
Chairman, President and Chief
Executive Officer
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APPENDIX A
UNITED AMERICAN HEALTHCARE CORPORATION
WARRANT EXERCISE FORM
TO: UNITED AMERICAN HEALTHCARE CORPORATION:
(1) The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant ("Warrant") for, and to purchase
thereunder by the payment of the Warrant Price and surrender of the Warrant,
_______________ shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:
-------------------------------
Name
--------------------------------
Address
--------------------------------
--------------------------------
Federal Tax ID or Social Security No.
and delivered by certified mail to the above address, or
electronically (provide DWAC Instructions: _______), or
other (specify): _____________________________________).
and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the balance of
the Warrant Shares purchasable upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.
(2) Payment shall take the form of (check applicable box):
[ ] in lawful money of the United States; or
[ ] the cancellation of such number of Warrant Shares as is
necessary, in accordance with the formula set forth in Section
3(b), to exercise this Warrant with respect to the maximum number
of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in Section 3(b).
Dated: , Signature:
------------------- ---- -----------------------------
Note: The signature must correspond ----------------------------------------
with the name of the registered Name (please print)
holder as written on the first page
of the Warrant in every particular, ----------------------------------------
without alteration or enlargement or
any change whatever, unless the ----------------------------------------
Warrant has been assigned. Address
----------------------------------------
Federal Identification or Social
Security No.
Assignee:
----------------------------------------
----------------------------------------
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