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EXHIBIT 5
Warrant No. __________
to acquire 1,040,000 shares
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THIS WARRANT AND SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM
UNDER SAID ACT. THIS WARRANT AND SUCH SHARES MAY NOT BE
TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT,
AND NO TRANSFER OF THIS WARRANT OR SUCH SHARES SHALL BE VALID OR
EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN
COMPLIED WITH.
THIS WARRANT IS SUBJECT TO THE TERMS AND CONDITIONS OF THE
OMNIBUS WAIVER AND AMENDMENT AGREEMENT, DATED AS OF AUGUST 17,
2001, BY AND BETWEEN MEDJET INC. AND VISX, INCORPORATED.
MEDJET INC.
COMMON STOCK PURCHASE WARRANT
Medjet Inc. (the "Company"), having its principal office at ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, hereby certifies that, for
value received, VISX, Incorporated (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company at any time on or from time
to time after August 17, 2001 and before the earlier of (i) the Effective Time
(as defined herein) or (ii) 5:00 P.M., New York City time, on December 3, 2004
(the "Expiration Date"), One Million Forty Thousand (1,040,000) fully paid and
non-assessable shares of Common Stock of the Company, at the initial Purchase
Price per share (as defined below) of $3.50. The number and character of such
shares of Common Stock and the Purchase Price per share are subject to
adjustment as provided herein.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
The term "Company" includes the Company and any corporation which
shall succeed to or assume the obligations of the Company hereunder.
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The term "Common Stock" includes all stock of any class or
classes (however designated) of the Company, authorized upon the Original Issue
Date or thereafter, the holders of which shall have the right, without
limitation as to amount, either to all or to a share of the balance of current
dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference, and the holders of which
shall ordinarily, in the absence of contingencies, be entitled to vote for the
election of a majority of directors of the Company (even though the right so to
vote has been suspended by the happening of such a contingency).
The term "Effective Time" means the time of filing of a
Certificate of Merger with the Secretary of State of the State of Delaware by
the Company and the Holder or its affiliates.
The term "Exchange Act" means the Securities Exchange Act of 1934
as the same shall be in effect at the time.
The term "Holder" includes the Holder and any corporation which
shall succeed to or assume the obligations of the Holder hereunder.
The term "Nasdaq" shall mean the OTC Bulletin Board, the Nasdaq
SmallCap Market or other principal market on which the Common Stock is traded.
The "Original Issue Date" is August 17, 2001.
The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person (corporate
or otherwise) which the Holder at any time shall be entitled to receive, or
shall have received, upon the exercise of the Warrant, in lieu of or in addition
to Common Stock, or which at any time shall be issuable or shall have been
issued in exchange for or in replacement of Common Stock or Other Securities
pursuant to Section 6 or otherwise.
The term "Purchase Price per share" shall be the then applicable
exercise price hereunder for one share of Common Stock.
The terms "registered" and "registration" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act, to permit the disposition of Common Stock (or Other Securities) issued or
issuable upon the exercise of the Warrant, and any post-effective amendments and
supplements filed or required to be filed to permit any such disposition.
The term "Securities Act" means the Securities Act of 1933 as
the same shall be in effect at the time.
The term "Series B Preferred Stock" shall mean the shares of
Series B Convertible Preferred Stock of the Company, par value $.01 per share.
The term "Underlying Securities" shall mean any Common Stock or
Other Securities issued or issuable upon exercise of the Warrant.
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The term "Warrant" shall mean, as applicable, this Warrant or
each right as set forth in this Warrant to purchase one share of Common Stock,
as adjusted.
1. Registration, etc. The Holder shall have the rights to
registration of Underlying Securities issuable upon exercise of the Warrant that
are set forth in the Registration Rights Agreement, dated December 3, 1999, as
amended, between the Company and the Holder (the "Amended Registration Rights
Agreement").
2. Sale or Exercise Without Registration. If, at the time of any
exercise, transfer or surrender for exchange of a Warrant or of Underlying
Securities previously issued upon the exercise of a Warrant, such Warrant or
Underlying Securities shall not be registered under the Securities Act, the
Company may require, as a condition of allowing such exercise, transfer or
exchange, that the Holder or transferee of such Warrant or Underlying
Securities, as the case may be, furnish to the Company a satisfactory opinion of
counsel to the effect that such exercise, transfer or exchange may be made
without registration under the Securities Act, provided that the disposition
thereof shall at all times be within the control of such Holder or transferee,
as the case may be, and provided further that nothing contained in this Section
2 shall relieve the Company from complying with any request for registration
pursuant to the Amended Registration Rights Agreement. The Holder of this
Warrant, by acceptance hereof, represents to the Company that it is acquiring
the Warrant for investment and not with a view to the distribution thereof.
3. Exercise of Warrant.
3.1 Exercise in Full. Subject to the provisions
hereof, this Warrant may be exercised in full by the Holder hereof by surrender
of this Warrant, with the form of subscription at the end hereof duly executed
by such Holder, to the Company at its principal office accompanied by payment,
in cash or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock called for on the face of this Warrant (without giving effect to any
adjustment therein) by the Purchase Price per share.
3.2 Partial Exercise. Subject to the provisions
hereof, this Warrant may be exercised in part by surrender of this Warrant in
the manner and at the place provided in Section 3.1 except that the amount
payable by the Holder upon any partial exercise shall be the amount obtained by
multiplying (a) the number of shares of Common Stock (without giving effect to
any adjustment therein) designated by the Holder in the subscription at the end
hereof by (b) the Purchase Price per share. Upon any such partial exercise, the
Company at its expense will forthwith issue and deliver to or upon the order of
the Holder hereof a new Warrant or Warrants of like tenor, in the name of the
Holder hereof or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may request, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock equal (without giving effect to
any adjustment therein) to the number of such shares called for on the face of
this Warrant minus the number of such shares designated by the Holder in the
subscription at the end hereof.
3.3 Exercise by Surrender of Warrant or Shares of
Common Stock. In addition to the method of payment set forth in Sections 3.1 and
3.2 and in lieu of any cash
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payment required thereunder, the Holder shall have the right at any time and
from time to time to exercise the Warrant in full or in part by surrendering
shares of Common Stock, Series B Preferred Stock, the Warrant Certificate or
other securities issued by the Company in the manner and at the place specified
in Section 3.1 as payment of the aggregate Purchase Price per share for the
Warrant to be exercised. The number of Warrants or shares of Common Stock to be
surrendered in payment of the aggregate Purchase Price for the Warrant to be
exercised shall be determined by multiplying the number of Warrants to be
exercised by the Purchase Price per share, and then dividing the product thereof
by an amount equal to the Market Price (as defined below) . The number of shares
of Series B Preferred Stock or such other securities to be surrendered in
payment of the aggregate Purchase Price for the Warrant to be exercised shall be
determined in accordance with the preceding sentence as if the Series B
Preferred Stock or other securities had been converted into Common Stock
immediately prior to exercise or, in the case the Company has issued other
securities which are not convertible into Common Stock, at the Market Price
thereof.
3.4 Definition of Market Price. As used herein, the
phrase "Market Price" at any date shall be deemed to be (i) if the principal
trading market for such securities is an exchange, the average of the last
reported sale prices for the last five previous trading days in which a sale was
reported, as officially reported on any consolidated tape, (ii) if the principal
market for such securities is the over-the-counter market, the average of the
high bid prices on such trading days as set forth by Nasdaq or, (iii) if the
security is not quoted on Nasdaq, the average of the high bid prices on such
trading days as set forth in the National Quotation Bureau sheet listing such
securities for such day. Notwithstanding the foregoing, if there is no reported
closing price or high bid price, as the case may be, on any of the ten trading
days preceding the event requiring a determination of Market Price hereunder,
then the Market Price shall be determined in good faith by resolution of the
Board of Directors of the Company, based on the best information available to
it.
3.5 Company to Reaffirm Obligations. The Company
will, at the time of any exercise of this Warrant, upon the request of the
Holder hereof, acknowledge in writing its continuing obligation to afford to
such Holder any rights (including, without limitation, any right to registration
of the Underlying Securities) to which such Holder shall continue to be entitled
after such exercise in accordance with the provisions of this Warrant, provided
that if the Holder of this Warrant shall fail to make any such request, such
failure shall not affect the continuing obligation of the Company to afford such
Holder any such rights.
4. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three business days thereafter, the Company at its own expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and non-assessable
shares of Common Stock or Other Securities to which such Holder shall be
entitled upon such exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled (after aggregation of all shares issuable
upon such exercise), cash equal to such fraction multiplied by the then current
Market Price of one full share, together with any other stock or other
securities and property (including
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cash, where applicable) to which such Holder is entitled upon such exercise
pursuant to Section 5 or otherwise.
5. Adjustment for Dividends in Other Stock, Property, etc.
Reclassification, etc. In case at any time or from time to time after the
Original Issue Date the holders of Common Stock (or Other Securities) shall have
received, or (on or after the record date fixed for the determination of
stockholders eligible to receive) shall have become entitled to receive, without
payment therefor:
(a) other or additional stock or other securities or
property (other than cash) by way of dividend, or
(b) any cash paid or payable (including, without
limitation, by way of dividend), or
(c) other or additional (or less) stock or other
securities or property (including cash) by way of spin-off,
split-up, reclassification, recapitalization, combination of
shares or similar corporate rearrangement,
then, and in each such case the Holder of this Warrant, upon the exercise hereof
as provided in Section 3, shall be entitled to receive the amount of stock and
other securities and property (including cash in the cases referred to in
subdivisions (b) and (c) of this Section 5) which such Holder would hold on the
date of such exercise if on the Original Issue Date such Holder had been the
Holder of record of the number of shares of Common Stock called for on the face
of this Warrant and had thereafter, during the period from the Original Issue
Date to and including the date of such exercise, retained such shares and all
such other or additional (or less) stock and other securities and property
(including cash in the cases referred to in subdivisions (b) and (c) of this
Section 5) receivable by such Holder as aforesaid during such period, giving
effect to all adjustments called for during such period by Sections 6 and 7
hereof.
6. Reorganization, Consolidation, Merger, etc. In case the Company after
the Original Issue Date shall (a) effect a reorganization, (b) consolidate with
or merge into any other person, or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, the
Holder of this Warrant, upon the exercise hereof as provided in Section 3 at any
time after the consummation of such reorganization, consolidation or merger or
the effective date of such dissolution, as the case may be, shall be entitled to
receive (and the Company shall be entitled to deliver), in lieu of the
Underlying Securities issuable upon such exercise prior to such consummation or
such effective date, the stock and other securities and property (including
cash) to which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant immediately prior thereto, all subject to further
adjustment thereafter as provided in Sections 5 and 7 hereof. The Company shall
not effect any such reorganization, consolidation, merger or sale, unless prior
to or simultaneously with the consummation thereof, the successor corporation
resulting from such consolidation or merger or the corporation purchasing such
assets or the appropriate corporation or entity shall assume, by written
instrument, the obligation to deliver to the Holder the shares of stock, cash,
other securities or assets to which, in accordance with the foregoing
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provisions, the Holder may be entitled to and all other obligations of the
Company under this Warrant. This Section 6 shall not apply to any
reorganization, consolidation, merger or sale, which is consummated between the
Company and the Holder (or any of the Holder's affiliates).
7. Other Adjustments.
7.1 General. In any case to which Sections 5 and 6
hereof are not applicable, where the Company shall issue or sell shares of its
Common Stock after the Original Issue Date for a consideration per share less
than the Purchase Price per share in effect pursuant to the terms of this
Warrant at the time of issuance or sale of such additional shares (the "Lower
Price"), then the Purchase Price in effect hereunder shall simultaneously with
such issuance or sale be reduced to an amount equal to the Lower Price. In the
event of an adjustment to the Purchase Price under this Section 7, the number of
shares of Underlying Securities issuable upon exercise hereof shall be increased
so that the aggregate exercise price of this Warrant is not reduced as a result
of such reduction of Purchase Price.
7.2 Convertible Securities. (a) In case the Company
shall issue or sell any securities convertible into Common Stock of the Company
("Convertible Securities") after the date hereof, there shall be determined the
price per share for which Common Stock is issuable upon the conversion or
exchange thereof, such determination to be made by dividing (i) the total amount
received or receivable by the Company as consideration for the issue or sale of
such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by (ii) the maximum number of shares of Common Stock of the Company
issuable upon the conversion or exchange of all of such Convertible Securities.
(b) If the price per share so determined shall be less
than the applicable Purchase Price per share, then such issue or sale shall be
deemed to be an issue or sale for cash (as of the date of issue or sale of such
Convertible Securities) of such maximum number of shares of Common Stock at the
price per share so determined, provided that, if such Convertible Securities
shall by their terms provide for an increase or increases or decrease or
decreases, with the passage of time, in the amount of additional consideration,
if any, to the Company, or in the rate of exchange, upon the conversion or
exchange thereof, the adjusted Purchase Price per share shall, forthwith upon
any such increase or decrease becoming effective, be readjusted to reflect the
same, and provided further, that upon the expiration of such rights of
conversion or exchange of such Convertible Securities, if any thereof shall not
have been exercised, the adjusted Purchase Price per share shall forthwith be
readjusted and thereafter be the price which it would have been had an
adjustment been made on the basis that the only shares of Common Stock so issued
or sold were issued or sold upon the conversion or exchange of such Convertible
Securities, and that they were issued or sold for the consideration actually
received by the Company upon such conversion or exchange, plus the
consideration, if any, actually received by the Company for the issue or sale of
all of such Convertible Securities which shall have been converted or exchanged.
7.3 Rights and Options. (a) In case the Company shall grant
any rights or options to subscribe for, purchase or otherwise acquire Common
Stock, there shall be determined the price per share for which Common Stock is
issuable upon the exercise of such
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rights or options, such determination to be made by dividing (i) the total
amount, if any, received or receivable by the Company as consideration for the
granting of such rights or options, plus the minimum aggregate amount of
additional consideration payable to the Company upon the exercise of such rights
or options, by (ii) the maximum number of shares of Common Stock of the Company
issuable upon the exercise of such rights or options.
(b) If the price per share so determined shall be less
than the applicable Purchase Price per share, then the granting of such rights
or options shall be deemed to be an issue or sale for cash (as of the date of
the granting of such rights or options) of such maximum number of shares of
Common Stock at the price per share so determined, provided that, if such rights
or options shall by their terms provide for an increase or increases or decrease
or decreases, with the passage of time, in the amount of additional
consideration payable to the Company upon the exercise thereof, the adjusted
Purchase Price per share shall, forthwith upon any such increase or decrease
becoming effective, be readjusted to reflect the same, and provided, further,
that upon the expiration of such rights or options, if any thereof shall not
have been exercised, the adjusted Purchase Price per share shall forthwith be
readjusted and thereafter be the price which it would have been had an
adjustment been made on the basis that the only shares of Common Stock so issued
or sold were those issued or sold upon the exercise of such rights or options
and that they were issued or sold for the consideration actually received by the
Company upon such exercise, plus the consideration, if any, actually received by
the Company for the granting of all such rights or options, whether or not
exercised.
7.4 Combination of Shares. If the number of shares of
Common Stock outstanding at any time after the date hereof is decreased by a
combination or reverse stock split of the outstanding shares of Common Stock of
the Company, the Purchase Price shall be increased and the number of shares of
Common Stock purchasable under this Warrant shall be decreased in proportion to
such decrease in outstanding shares of Common Stock.
7.5 Exceptions. This Section 7 shall not apply to (a)
the issuance of the Series B Preferred Stock, (b) the issuance of shares of
Common Stock upon conversion of the Series B Preferred Stock, (c) upon the
exercise of warrants aggregating not in excess of 1,365,000 shares, (d)
issuances of Common Stock, Convertible Securities, rights and options that have
been approved by the holders of not less than a majority of the outstanding
shares of Series B Preferred Stock, (e) issuances of Common Stock pursuant to
the exercise of options, warrants and rights outstanding on the date hereof or
issued pursuant to the Company's existing stock option plan or a plan which has
been approved by the holders of not less than a majority of the outstanding
shares of Series B Preferred Stock or (f) the issuance of warrants to a lender
pursuant to a loan to the Company with a term of at least four years and in an
amount of not less than $10,000,000 (and the issuance of shares of Common Stock
on the exercise of such lender warrants).
8. Further Assurances. The Company will 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 shares of stock upon the
exercise of the Warrant.
9. Accountants' Certificate as to Adjustments. In each
case of any adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable upon
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the exercise of the Warrant, the Company at its expense will promptly cause the
Company's regularly retained auditor to compute such adjustment or readjustment
in accordance with the terms of the Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, and the number of shares of Common
Stock outstanding or deemed to be outstanding. The Company will forthwith mail a
copy of each such certificate to the Holder.
10. Notices of Record Date, etc. In the event of
(a) any taking by the Company of a record of the holders
of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all the assets of
the Company to or consolidation or merger of the Company with or
into any other person, or
(c) any voluntary or involuntary dissolution, liquidation
or winding-up of the Company, or
then and in each such event the Company will mail or cause to be mailed to the
Holder a notice specifying (i) the date on which any such record is to be taken
for the purpose of such dividend, distribution or right, and stating the amount
and character of such dividend, distribution or right, or (ii) the date on which
any such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any, as of which the holders of record of Underlying Securities
shall be entitled to exchange their shares of Underlying Securities for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up. Such notice shall be mailed at least
twenty (20) days prior to the date therein specified.
11. Reservation of Stock, etc., Issuable on Exercise of Warrant.
The Company will at all times reserve and keep available, solely for issuance
and delivery upon the exercise of the Warrant, all shares of Common Stock (or
Other Securities) from time to time issuable upon the exercise of the Warrants.
12. Listing on Securities Exchanges; Registration. In
furtherance and not in limitation of any other provision of this Warrant, if the
Company at any time shall list any Common Stock on any national securities
exchange and shall register such Common Stock under the Exchange Act, the
Company will, at its expense, simultaneously list on such exchange or Nasdaq,
upon official notice of issuance upon the exercise of the Warrant, and maintain
such listing of all shares of Common Stock from time to time issuable upon the
exercise of the Warrants; and the Company will so list on any national
securities exchange or Nasdaq, will so register and will maintain such listing
of, any Other Securities if and at the time that any
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securities of like class or similar type shall be listed on such national
securities exchange or Nasdaq by the Company.
13. Exchange of Warrants. Subject to the provisions of Section 2
hereof, upon surrender for exchange of any Warrant, properly endorsed, to the
Company, as soon as practicable (and in any event within three business days)
the Company at its own expense will issue and deliver to or upon the order of
the Holder a new Warrant or Warrants of like tenor, in the name of the Holder or
as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct, calling in the aggregate on the face or faces thereof for the number
of shares of Common Stock called for on the face or faces of the Warrant or
Warrants so surrendered.
14. Replacement of Warrant. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon delivery
of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company at its expense will execute and deliver, in lieu
thereof, a new Warrant of like tenor.
15. Warrant Agent. The Company may, by written notice to the
Holder, appoint an agent having an office in New York, New York, for the purpose
of issuing Common Stock (or Other Securities) upon the exercise of the Warrant
pursuant to Section 3, exchanging the Warrant pursuant to Section 13, and
replacing the Warrant pursuant to Section 14, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such agent.
16. Remedies. The Company stipulates that the remedies at law of
the Holder of this Warrant in the event of any default or threatened default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
17. Negotiability, etc. Subject to Section 2 above, this Warrant
is issued upon the following terms, to all of which the Holder or owner hereof
by the taking hereof consents and agrees:
(a) subject to the provisions hereof, title to this
Warrant may be transferred by endorsement (by the Holder
hereof executing the form of assignment at the end hereof) and
delivery in the same manner as in the case of a negotiable
instrument transferable by endorsement and delivery;
(b) subject to the foregoing, any person in possession
of this Warrant properly endorsed is authorized to represent
himself as absolute owner hereof and is empowered to transfer
absolute title hereto by endorsement and delivery hereof to a
bona fide purchaser hereof for value; each prior taker or
owner waives and renounces all of his equities or rights in
this Warrant in favor of each such bona
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fide purchaser and each such bona fide purchaser shall acquire
absolute title hereto and to all rights represented hereby;
and
(c) until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as
the absolute owner hereof for all purposes, notwithstanding
any notice to the contrary.
18. Notices, etc. All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first class registered
or certified mail, postage prepaid, at such address as may have been furnished
to the Company in writing by such Holder, or, until an address is so furnished,
to and at the address of the last Holder of this Warrant who has so furnished an
address to the Company.
19. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Warrant is being delivered in the State of New
York and shall be construed and enforced in accordance with and governed by the
laws of such State. The headings in this Warrant are for purposes of reference
only, and shall not limit or otherwise affect any of the terms hereof.
20. Assignability. Subject to Section 2 hereof, this Warrant
is fully assignable at any time.
Dated: August ___, 2001
MEDJET INC.
By:________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
[Corporate Seal]
Attest:______________________
▇▇▇▇▇▇ ▇▇▇▇▇
Secretary
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To: MEDJET INC.
The undersigned, the Holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, shares of Common Stock of Medjet Inc., and
herewith makes payment of $ * therefor, and requests that the certificates
for such shares be issued in the name of, and delivered to, , whose address
is .
Dated:
(Signature must conform in all respects to name of ▇▇▇▇▇▇ as
specified on the face of the Warrant)
(Address)
* Insert here the number of shares called for on the face of the Warrant
(or, in the case of a partial exercise, the portion thereof as to which
the Warrant is being exercised), in either case without making any
adjustment for additional Common Stock or any other stock or other
securities or property or cash which, pursuant to the adjustment
provisions of the Warrant, may be deliverable upon exercise.
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FORM OF ASSIGNMENT
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns and
transfers unto _____________________________ the right represented by the within
Warrant to purchase ___________ of Common Stock of Medjet Inc. to which the
within Warrant relates, and appoints
_______________________________________________ Attorney to transfer such right
on the books of Medjet Inc. with full power of substitution in the premises.
Dated:
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(Signature must conform in all respects to name of Holder as
specified on the face of the Warrant)
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(Address)
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Signature guaranteed by a Bank or
a Trust Company having its principal
office in New York City or by a Member
Firm of the New York or American Stock
Exchange
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