REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 28th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of October 28, 2003, by and among MEDIX RESOURCES, INC., a Colorado corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers").
NOTE AND WARRANT PURCHASE AGREEMENT Dated as of October 28, 2003 among MEDIX RESOURCES, INC. and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • November 28th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
This NOTE AND WARRANT PURCHASE AGREEMENT is dated as of October 28, 2003 (this "Agreement") by and between Medix Resources, Inc., a Colorado corporation (the "Company"), and the entities listed on Exhibit A hereto (each a "Purchaser" and collectively, the "Purchasers").
ContractWarrant Agreement • November 28th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S UNDER SAID ACT.
ContractCommon Stock Purchase Warrant • November 28th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
EXCHANGE AGREEMENTExchange Agreement • November 28th, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York
On the terms and conditions set forth in this agreement (this "Agreement"), MEDIX RESOURCES, INC.. (the "Company") hereby offers to exchange with [_________________] (the "Holder") Secured Promissory Notes of the Company (the "Notes") having such maturity dates and in the amount (the "Exchange Amount") set forth in the schedule attached hereto as Exhibit A, on the date on which the Holder shall deliver Notes to the Company (the "Settlement Date"), in exchange for shares of the Company's common stock, par value $0.001 (the "Shares"). Such exchange (the "Exchange") is intended to be exempt from registration pursuant to Section 3(a)(9) under the Securities Act of 1933, as amended (the "Securities Act").
