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WARRANT AGREEMENT
BY AND BETWEEN
CARESIDE, INC.
AND
BRIGHTON CAPITAL, LTD.
DATED AS OF SEPTEMBER 13, 2000
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TABLE OF CONTENTS
Page
ARTICLE I WARRANT CERTIFICATES............................................. 1
Section 1.1 Forms of Warrant Certificates............................... 1
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Section 1.2 Execution of Warrant Certificates........................... 1
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Section 1.3 Registration of Warrant Certificates........................ 2
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Section 1.4 Exchange and Transfer of Warrant Certificates............... 2
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Section 1.5 Lost, Stolen, Mutilated or Destroyed Warrant Certificates... 2
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Section 1.6 Cancellation of Warrant Certificates........................ 2
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ARTICLE II WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS................. 3
Section 2.1 Exercise Price.............................................. 3
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Section 2.2 Registration of Warrants and Warrant Shares................. 3
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Section 2.3 Procedure for Exercise of Warrants.......................... 3
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Section 2.4 Issuance of Common Stock.................................... 4
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Section 2.5 Certificates for Unexercised Warrants....................... 4
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Section 2.6 Reservation of Shares....................................... 5
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Section 2.7 No Impairment............................................... 5
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ARTICLE III ADJUSTMENTS AND NOTICE PROVISIONS.............................. 5
Section 3.1 Adjustment of Exercise Price................................ 5
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Section 3.2 Certificate of Adjustments.................................. 7
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Section 3.3 Warrant Certificate Amendments.............................. 8
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Section 3.4 Fractional Shares........................................... 8
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ARTICLE IV MISCELLANEOUS................................................... 8
Section 4.1 Payment of Taxes and Charges................................ 8
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Section 4.2 Changes to Agreement........................................ 8
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Section 4.3 Assignment.................................................. 9
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Section 4.4 Successor to Company........................................ 9
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Section 4.5 Notices..................................................... 9
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Section 4.6 Defects in Notice........................................... 11
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Section 4.7 Governing Law............................................... 11
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Section 4.8 Standing.................................................... 11
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Section 4.9 Headings.................................................... 11
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Section 4.10 Counterparts................................................ 11
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Section 4.11 Availability of the Agreement............................... 11
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Section 4.12 Entire Agreement............................................ 11
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WARRANT AGREEMENT
THIS WARRANT AGREEMENT (the "Agreement"), dated as of September 13, 2000,
is entered into by and between Careside, Inc., a Delaware corporation (the
"Company"), and Brighton Capital, Ltd. (the "Purchaser").
WITNESSETH:
WHEREAS, the Company proposes to sell pursuant to a Securities Purchase
Agreement, dated as of the date hereof (the "Securities Purchase Agreement"), by
and between the Company and the purchaser named therein, 150 shares of Series B
Convertible Preferred Stock of the Company (the "Series B Preferred"), a warrant
to purchase 200 shares of Series B Preferred, a warrant (the "Warrant") to
acquire 25,000 shares of common stock of the Company, par value $0.01 per share
(the "Common Stock") and a warrant to purchase up to 4,000,000 shares of Common
Stock; and
WHEREAS, in addition to and in connection with the transactions
contemplated by the Securities Purchase Agreement, and as partial consideration
for such services the Company has issued to Purchaser a warrant (the "Warrant")
to acquire 50,000 shares of Common Stock at an exercise price as described
herein (the Common Stock issuable upon exercise of this Warrant being referred
to herein as the "Warrant Shares").
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
WARRANT CERTIFICATES
Section 1.1 Forms of Warrant Certificates. The warrant certificates (the
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"Warrant Certificates") shall be issued substantially in the form of Exhibit A
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attached hereto, together with the form of the election to purchase (the
"Election to Purchase") and assignment (the "Assignment") to be attached
thereto, and, in addition, may have such letters, numbers or other marks of
identification or designation and such legends, summaries, or endorsements
stamped, printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Agreement,
or as, in any particular case, may be required in the opinion of counsel for the
Company, to comply with any law or with any rule or regulation of any regulatory
authority or agency, or to conform to customary usage.
Section 1.2 Execution of Warrant Certificates. The Warrant Certificates
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shall be executed on behalf of the Company by its Chairman or President or any
Vice President and attested to by its Secretary or Assistant Secretary, either
manually or by facsimile signature printed thereon. In case any authorized
officer of the Company who shall have signed any of the Warrant Certificates
shall cease to be an officer of the Company either before or after delivery
thereof by the Company to any Purchaser, the signature of such person on such
Warrant
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Certificates shall be valid nevertheless and such Warrant Certificates may be
issued and delivered to those persons entitled to receive the Warrants
represented thereby with the same force and effect as though the person who
signed such Warrant Certificates had not ceased to be an officer of the Company.
Section 1.3 Registration of Warrant Certificates. The Company shall number
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and keep a registry for the Warrant Certificates in a register as they are
needed. The Company may deem and treat the registered holder(s) of the Warrant
Certificates (the "Holders") as the absolute owner(s) thereof for all purposes.
Section 1.4 Exchange and Transfer of Warrant Certificates. The Warrants
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(and any Warrant Shares issued upon exercise of the Warrants) shall bear such
restrictive legend or legends as may be required by the Securities Purchase
Agreement and as may be required by law and shall be transferable only in
accordance with the terms of this Agreement and the Securities Purchase
Agreement.
The Company may from time to time note the transfer of any outstanding
Warrant Certificates in a warrant register to be maintained by the Company upon
surrender thereof accompanied by a written instrument or instruments of transfer
in form satisfactory to the Company duly executed by the Holder or Holders
thereof or by the duly appointed legal representative thereof or by a duly
authorized attorney. Upon any such registration of transfer, a new Warrant
Certificate shall be issued to the transferee(s).
Warrant Certificates may be exchanged at the option of the Holder(s)
thereof, when surrendered to the Company at the address set forth in Section 4.5
hereof for another Warrant Certificate or Warrant Certificates of like tenor and
representing in the aggregate a like number of Warrant Shares: provided that the
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Company shall not be required to issue any Warrant Certificate representing any
fractional Warrant Shares.
Section 1.5 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. If
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any Warrant Certificate shall be mutilated, lost, stolen or destroyed, the
Company shall issue, execute and deliver, in exchange and substitution for and
upon cancellation of a mutilated Warrant Certificate, or in lieu of or in
substitution for a lost, stolen or destroyed Warrant Certificate, a new Warrant
Certificate representing an equivalent number of Warrants or Warrant Shares. If
required by the Company, the Holder of the mutilated, lost, stolen or destroyed
Warrant Certificate must provide indemnity sufficient to protect the Company
from any loss which it may suffer if the Warrant Certificate is replaced. Any
such new Warrant Certificate shall constitute an original contractual obligation
of the Company, whether or not the allegedly lost, stolen, mutilated or
destroyed Warrant Certificate shall be at any time enforceable by anyone.
Section 1.6 Cancellation of Warrant Certificates. Any Warrant Certificate
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surrendered upon the exercise of Warrants or for exchange or transfer, or
purchased or otherwise acquired by the Company, shall be canceled and shall not
be reissued by the Company; and, except as provided in Section 2.5 hereof in
case of the exercise of less than all of the Warrants evidenced by a Warrant
Certificate or in Section 1.4 in an exchange or transfer, no Warrant Certificate
shall be
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issued hereunder in lieu of such canceled Warrant Certificate. Any Warrant
Certificate so canceled shall be destroyed by the Company.
ARTICLE II
WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS
Section 2.1 Exercise Price. Each Warrant Certificate shall, when signed by
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the Chairman or President or any Vice President and attested to by the Secretary
or Assistant Secretary of the Company, entitle the Holder thereof to purchase
from the Company, subject to the terms and conditions of this Agreement, the
number of fully paid and nonassessable Warrant Shares evidenced thereby at a
purchase price of $5.6256 per share (the "Initial Exercise Price") (120% of the
Closing Price of the Common Stock on the date prior to the date hereof) or such
adjusted number of Warrant Shares at such adjusted purchase price as may be
established from time to time pursuant to the provisions of Article III hereof,
payable in full in accordance with Section 2.3 hereof, at the time of exercise
of the Warrant. Except as the context otherwise requires, the term "Exercise
Price" as used in this Agreement shall mean the purchase price of one share of
Common Stock, reflecting all appropriate adjustments made in accordance with the
provisions of Article III hereof.
Section 2.2 Registration of Warrants and Warrant Shares. The Company shall
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secure the effective registration of the Warrant Shares for resale under the
Securities Act of 1933, as amended (the "Securities Act") upon the terms and
subject to the conditions set forth in the Registration Rights Agreement
executed by the parties on the date hereof. Promptly after a registration
statement under the Securities Act covering the Warrant Shares has become
effective, the Company shall cause notice thereof together with a copy of the
prospectus covering the Warrant Shares to be mailed to each registered Holder.
Section 2.3 Procedure for Exercise of Warrants. The Warrants may be
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exercised prior to the Expiration Date (as hereinafter defined) at the Exercise
Price at any time after the date hereof. The Warrants shall expire on September
13, 2005, at 5:00 p.m., EST (the "Expiration Date"). The Warrants may be
exercised by surrendering the Warrant Certificates representing such Warrants to
the Company at its address set forth in Section 4.5 hereof, together with the
Election to Purchase duly completed and executed, accompanied by payment in
full, as set forth below, to the Company of the Exercise Price for each Warrant
Share in respect of which such Warrants are being exercised. Such Exercise Price
shall be paid in full by (i) cash or a certified check or a wire transfer in
same day funds in an amount equal to the Exercise Price multiplied by the number
of Warrant Shares then being purchased or (ii) delivery to the Company of that
number of shares of Common Stock having a Fair Market Value (as hereinafter
defined) equal to the Exercise Price multiplied by the number of Warrant Shares
then being purchased. In the alternative, the Holder of a Warrant Certificate
may exercise its right to purchase some or all of the Warrant Shares subject to
such Warrant Certificate, on a net basis, such that, without the exchange of any
funds, such Holder receives that number of Warrant Shares subscribed to pursuant
to such Warrant Certificate less that number of shares of Common Stock having an
aggregate Fair Market Value at the time of exercise equal to the aggregate
Exercise Price that
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would otherwise have been paid by such Holder for the number of Warrant Shares
subscribed to pursuant to such Warrant Certificate (hereinafter, a "Net Cashless
Exercise").]
As used herein: (a) the term "Fair Market Value," on a per share basis,
means the average of the daily Closing Prices (as hereinafter defined) of the
Common Stock for the five (5) consecutive Trading Days (as hereinafter defined)
ending the Trading Day immediately preceding the Date of Exercise; (b) the term
"Date of Exercise" with respect to any Warrant means the date on which such
Warrant is exercised as provided herein; (c) the term "Closing Price" for any
date shall mean the last sale price reported in The Wall Street Journal regular
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way or, in case no such reported sale takes place on such date, the average of
the last reported bid and asked prices regular way, in either case on the
principal national securities exchange on which the Common Stock is admitted to
trading or listed if that is the principal market for the Common Stock or, if
not listed or admitted to trading on any national securities exchange or if such
national securities exchange is not the principal market for the Common Stock,
the last sale price as reported on The Nasdaq Stock Market, Inc.'s National
Market ("Nasdaq") or its successor, if any, or if the Common Stock is not so
reported, the average of the reported bid and asked prices in the over-the-
counter market, as furnished by the National Quotation Bureau, Inc., or if such
firm is not then engaged in the business of reporting such prices, as furnished
by any similar firm then engaged in such business and selected by the Company
or, if there is no such firm, as furnished by any member of the National
Association of Securities Dealers, Inc. ("NASD") selected by the Company or, if
the Common Stock is not quoted in the over-the-counter market, the fair value
thereof determined in good faith by the Company's Board of Directors as of a
date which is within 15 days of the date as of which the determination is to be
made; and (d) the term "Trading Days" with respect to the Common Stock means (i)
if the Common Stock is quoted on Nasdaq or any similar system of automated
dissemination of quotations of securities prices, days on which trades may be
made on such system or (ii) if the Common Stock is listed or admitted for
trading on any national securities exchange, days on which such national
securities exchange is open for business.
Section 2.4 Issuance of Common Stock. As soon as practicable after the
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Date of Exercise of any Warrants, the Company shall issue, or cause its transfer
agent to issue, a certificate or certificates for the number of full Warrant
Shares, registered in accordance with the instructions set forth in the Election
to Purchase, together with cash for fractional shares as provided in Section
3.10. All Warrant Shares issued upon the exercise of any Warrants shall be
validly authorized and issued, fully paid, non-assessable, free of preemptive
rights and (subject to Section 4.1 hereof) free from all taxes, liens, charges
and security interests in respect of the issuance thereof. Each person in whose
name any such certificate for Warrant Shares is issued shall be deemed for all
purposes to have become the holder of record of the Common Stock represented
thereby on the Date of Exercise of the Warrants resulting in the issuance of
such shares, irrespective of the date of issuance or delivery of such
certificate for Warrant Shares.
Section 2.5 Certificates for Unexercised Warrants. In the event that,
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prior to the Expiration Date, a Warrant Certificate is exercised in respect of
fewer than all of the Warrant Shares issuable on such exercise, a new Warrant
Certificate representing the remaining Warrant
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Shares shall be issued and delivered pursuant to the provisions hereof; provided
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that the Company shall not be required to issue any Warrant Certificate
representing any fractional Warrant Shares.
Section 2.6 Reservation of Shares. The Company shall at all times reserve
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and keep available, free from preemptive rights, for issuance upon the exercise
of Warrants, the maximum number of its authorized but unissued shares of Common
Stock which may then be issuable upon the exercise in full of all outstanding
Warrants. The Company shall from time to time take all action which may be
necessary or appropriate so that the Warrant Shares, immediately upon their
issuance following an exercise of Warrants, will be listed or quoted, as the
case may be, on the principal securities exchanges or markets within the United
States of America, if any, on which other shares of the Common Stock are then
listed. Without limitation of Section 2.2 hereof, nothing in this Section 2.6
shall require the Company to maintain a current registration statement or
prospectus for the Warrant Shares.
Section 2.7 No Impairment. The Company shall not by any action,
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including, without limitation, amending its certificate of incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of the Warrants,
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 necessary or appropriate to
protect the rights of the Holders against impairment. Without limiting the
generality of the foregoing, the Company will (a) not increase the par value of
any Warrant Shares receivable upon the exercise of the Warrants above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and non-assessable Warrant
Shares upon the exercise of any Warrant, and (c) use its best efforts to obtain
all such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be necessary to enable the Company to perform
its obligations under the Warrants. Notwithstanding the foregoing paragraph, the
Company shall not be required to issue Warrant Shares upon the exercise of any
Warrant if such issuance would result in a violation by the Company of any
applicable law.
ARTICLE III
ADJUSTMENTS AND NOTICE PROVISIONS
Section 3.1 Adjustment of Exercise Price.
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The Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section
3.1. Upon each such adjustment of the Exercise Price pursuant to this Section
3.1, the Holder shall thereafter prior to the Expiration Date be entitled to
purchase, at the Exercise Price resulting from such adjustment, the number of
Warrant Shares obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of Warrant Shares issuable upon exercise
of this Warrant immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.
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(a) If the Company, at any time while this Warrant is outstanding,
(i) shall pay a stock dividend (except scheduled dividends paid on outstanding
preferred stock as of the date hereof which contain a stated dividend rate) or
otherwise make a distribution or distributions on shares of its Common Stock or
on any other class of capital stock and not the Common Stock payable in shares
of Common Stock, (ii) subdivide or reclassify outstanding shares of Common Stock
into a larger number of shares, or (iii) combine or reclassify outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect immediately prior thereto shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury
shares, if any) outstanding before such event and the denominator shall be the
number of shares of Common Stock (excluding treasury shares, if any) outstanding
after such event. Any adjustment made pursuant to this Section shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision or
combination, and shall apply to successive subdivisions and combinations.
(b) In case of any reclassification of the Common Stock, any
consolidation or merger of the Company with or into another person, the sale or
transfer of all or substantially all of the assets of the Company or any
compulsory share exchange pursuant to which the Common Stock is converted into
other securities, cash or property, then the Holder shall have the right
thereafter to exercise this Warrant only into the shares of stock and other
securities and property receivable upon or deemed to be held by holders of
Common Stock following such reclassification, consolidation, merger, sale,
transfer or share exchange, and the Holder shall be entitled upon such event to
receive such amount thereof that would have been paid or distributed in respect
of the securities or property equal to the amount of Warrant Shares such Holder
would have received had such Holder exercised this Warrant immediately prior to
such reclassification, consolidation, merger, sale, transfer or share exchange.
The terms of any such consolidation, merger, sale, transfer or share exchange
shall include such terms so as to continue to give to the Holder the right to
receive the securities or property set forth in this Section 3.1 upon any
exercise following any such reclassification, consolidation, merger, sale,
transfer or share exchange.
(c) For the purposes of this Section 3.1, the following clauses shall
also be applicable:
(i) Record Date. In case the Company shall take a record of the
holders of its Common Stock for the purpose of entitling them (A) to
receive a dividend or other distribution payable in Common Stock or in
securities convertible or exchangeable into shares of Common Stock, or
(B) to subscribe for or purchase Common Stock or securities
convertible or exchangeable into shares of Common Stock, then such
record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution
or the date of the granting of such right of subscription or purchase,
as the case may be.
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(ii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held
by or for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of Common Stock.
(d) All calculations under this Section 3.1 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.
(e) If:
(i) the Company shall declare a dividend (or any other
distribution) on its Common Stock; or
(ii) the Company shall declare a special nonrecurring cash
dividend on or a redemption of its Common Stock; or
(iii) the Company shall authorize the granting to all holders of
the Common Stock rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights; or
(iv) the approval of any stockholders of the Company shall be
required in connection with any classification of the Common Stock of
the Company, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets
of the Company, or any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property; or
(v) the Company shall authorize the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then the
Company shall cause to be mailed to each Holder at their last
addresses as they shall appear upon the Warrant Register, at least 30
calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record
is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the
date as of which the holders of Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to
be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to
become effective or close, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up;
provided, however, that the failure to mail such notice or any defect
therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice.
Section 3.2 Certificate of Adjustments. Whenever any adjustment is to be
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made pursuant to this Article III, the Company shall prepare a certificate
executed by the Chief
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Financial Officer of the Company, setting forth such adjustments to be mailed to
each Holder at least fifteen (15) days prior thereto, such notice to include in
reasonable detail (a) the events precipitating the adjustment, (b) the
computation of any adjustments, and (c) the Exercise Price and the number of
shares or the securities or other property purchasable upon exercise of each
Warrant after giving effect to such adjustment.
Section 3.3 Warrant Certificate Amendments. Irrespective of any
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adjustments pursuant to this Article III, Warrant Certificates theretofore or
thereafter issued need not be amended or replaced, but certificates thereafter
issued shall bear an appropriate legend or other notice of any adjustments;
provided the Company may, at its option, issue new Warrant Certificates
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evidencing Warrants in such form as may be approved by its Board of Directors to
reflect any adjustment in the Exercise Price and number of Warrant Shares
purchasable under the Warrants.
Section 3.4 Fractional Shares. The Company shall not be required upon the
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exercise of any Warrant to issue fractional Warrant Shares which may result from
adjustments in accordance with this Article III to the Exercise Price or number
of Warrant Shares purchasable under each Warrant. If more than one Warrant is
exercised at one time by the same Holder, the number of full Warrant Shares
which shall be issuable upon the exercise thereof shall be computed based on the
aggregate number of Warrant Shares purchasable upon exercise of such Warrants.
With respect to any final fraction of a share called for upon the exercise of
any Warrant or Warrants, the Company shall pay an amount in cash to the Holder
of the Warrants in respect of such final fraction in an amount equal to the Fair
Market Value of a share of Common Stock as of the Date of Exercise of such
Warrants, multiplied by such fraction. All calculations under this Section 3.4
shall be made to the nearest hundredth of a share.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Payment of Taxes and Charges. The Company will pay all taxes
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(other than income taxes) and other government charges in connection with the
issuance or delivery of the Warrants and the initial issuance or delivery of
Warrant Shares upon the exercise of any Warrants and payment of the Exercise
Price. The Company shall not, however, be required to pay any additional
transfer taxes in connection with the subsequent transfer of Warrants or any
transfer involved in the issuance and delivery of Warrant Shares in a name other
than the name in which the Warrants to which such issuance relates were
registered, and, if any such tax would otherwise be payable by the Company, no
such issuance or delivery shall be made unless and until the person requesting
such issuance has paid to the Company the amount of any such tax, or it is
established to the reasonable satisfaction of the Company that any such tax has
been paid.
Section 4.2 Changes to Agreement. The Company, when authorized by its
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Board of Directors, with the written consent of Purchaser for so long as it
holds any Warrants or, if none, then Holders of at least a majority of the
outstanding Warrants may amend or supplement this Agreement. The Company may,
without the consent or concurrence of any Holder, by supplemental agreement or
otherwise, make any changes or corrections in this Agreement that the Company
shall have been advised by counsel (a) are required to cure any ambiguity or to
correct
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any defective or inconsistent provision or clerical omission or mistake or
manifest error herein contained, (b) add to the covenants and agreements of the
Company in this Agreement such further covenants and agreements thereafter to be
observed, or (c) result in the surrender of any right or power reserved to or
conferred upon the Company in this Agreement, in each case which changes or
corrections do not and will not adversely affect, alter or change the rights,
privileges or immunities of the Holders.
Section 4.3 Assignment. All the covenants and provisions of this
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Agreement by or for the benefit of the Company or the Holders shall bind and
inure to the benefit of their respective successors and assigns.
Section 4.4 Successor to Company. In the event that the Company merges or
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consolidates with or into any other corporation or sell or otherwise transfers
its property, assets and business substantially as an entirety to a successor
corporation, the Company shall use reasonable commercial efforts to have such
successor corporation assume each and every covenant and condition of this
Agreement to be performed and observed by the Company.
Section 4.5 Notices. Any notice or demand required by this Agreement to
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be given or made by any Holder to or on the Company shall be sufficiently given
or made if sent by first-class or registered mail, postage prepaid, addressed as
follows:
Careside, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxx Xxxx, XX 00000
Attn: X. Xxxxxxx Stoughton
With a copy to:
Xxxxxx Xxxxxxxx LLP
3000 Two Xxxxx Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
Attn: Xxxxx X. Xxxxxxx, Esq.
Any notice or demand required by this Agreement to be given or made by the
Company to or on any Holder shall be sufficiently given or made if sent by
first-class or registered mail, postage prepaid, addressed to such Holder and
sent to the following address:
Brighton Capital, Ltd.
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn:
With a copy to:
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Fogler, Rubinoff, LLP
Suite 4400 Royal Trust Tower
Toronto Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attn: Xxxxxxx Xxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
Any notice or demand required by this Agreement to be given or made by the
Company to or on any Holder shall be sufficiently given or made, whether or not
such holder receives the notice, five (5) days after mailing, if sent by first-
class or registered mail, postage prepaid, addressed to such Holder at its last
address as shown on the books of the Company. Otherwise, such notice or demand
shall be deemed given when received by the party entitled thereto.
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Section 4.6 Defects in Notice. Failure to file any certificate or notice
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or to mail any notice, or any defect in any certificate or notice pursuant to
this Agreement shall not affect in any way the rights of any Holder or the
legality or validity of any adjustment made pursuant to Section 3.1 hereof, or
any transaction giving rise to any such adjustment, or the legality or validity
of any action taken or to be taken by the Company.
Section 4.7 Governing Law. This Agreement and each Warrant Certificate
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issued hereunder shall be governed by the laws of the State of Delaware without
regard to principles of conflicts of laws thereof.
Section 4.8 Standing. Nothing in this Agreement expressed and nothing
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that may be implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company and the Holders of any right, remedy or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise or agreement
contained herein; and all covenants, conditions, stipulations, promises and
agreements contained in this Agreement shall be for the sole and exclusive
benefit of the Company and its successors, and the Holders.
Section 4.9 Headings. The descriptive headings of the articles and
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sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
Section 4.10 Counterparts. This Agreement may be executed in any number
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of counterparts, each of which so executed shall be deemed to be an original,
and all of which together shall constitute one and the same instrument.
Section 4.11 Availability of the Agreement. The Company shall keep copies
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of this Agreement available for inspection by Holders during normal business
hours. Copies of this Agreement may be obtained upon written request addressed
to the Company at the address set forth in Section 4.5 hereof.
Section 4.12 Entire Agreement. This Agreement, including the Exhibits
----------------
referred to herein and the other writings specifically identified herein or
contemplated hereby, is complete, reflects the entire agreement of the parties
with respect to its subject matter, and supersedes all previous written or oral
negotiations, commitments and writings.
-11-
WARRANT AGREEMENT COMPANY SIGNATURE PAGE
IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the
parties as of the day and year first above written.
CARESIDE, INC.,
a Delaware corporation
By: ________________________________________
Name: X. Xxxxxxx Stoughton
Title: Chairman and Chief Executive Officer
-12-
WARRANT AGREEMENT
PURCHASER SIGNATURE PAGE
Accepted and Agreed as of the date first written above.
BRIGHTON CAPITAL, LTD.
By:_________________________________
Name:
Title:
A-1
