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EXHIBIT 10.2
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT. THE EXERCISE OF THIS WARRANT IS SUBJECT TO COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
UNIVERSAL STANDARD HEALTHCARE, INC.
WARRANT TO PURCHASE 100,000 SHARES
OF COMMON STOCK
THIS CERTIFIES THAT, for value received, NBD Bank is entitled to
subscribe for and purchase 100,000 shares of the fully paid and nonassessable
Common Stock (as adjusted pursuant to Section 2 hereof, the "Shares") of
Universal Standard Healthcare, Inc., a Michigan corporation (the "Company"), at
the price of Two and 50/100 Dollars ($2.50) per Share (such price and such
other price as shall result, from time to time, from the adjustments specified
in Section 2 hereof is herein referred to as the "Warrant Price"), subject to
the provisions and upon the terms and conditions hereinafter set forth. Any
assignee of this Warrant, by acceptance hereof assumes and agrees to the rights
and restrictions set forth herein. This Warrant shall expire sixty (60) days
after the Holder receives written notice that a merger or consolidation has
been consummated in which the Company is a constituent party and the holders of
its Common Stock receive cash in exchange for their shares of Common Stock.
1. Term. The purchase right represented by this Warrant is
exercisable, in whole or in part, at any time and from time to time from August
3, 1998 (the "Effective Date") through the date three (3) years after the
Effective Date. In the event that a merger or consolidation is consummated in
which the Company is a constituent party and the holders of its Common Stock
receive exclusively cash in exchange for their shares of Common Stock, this
Warrant shall be converted into the right to receive an amount equal to the
product of (x) the number of Shares as to which this Warrant is then
exercisable, multiplied by (y) the positive difference, if any, between (i)
the per Share merger consideration and (ii) the Warrant Price.
2. Adjustment of Warrant Price and Number of Shares. The Warrant
Price and the number of Shares issuable upon the exercise of this Warrant shall
be subject to adjustment from time to time, and the Company agrees to provide
notice upon the happening of certain events as follows:
(a) Reclassification, etc. If the Company at any time
shall, by subdivision,
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combination or reclassification of securities, by merger, by share exchange or
otherwise, change or permit to be changed any of the securities to which
purchase rights under this Warrant exist into the same or a different number of
securities of any class or classes, this Warrant shall thereafter permit the
holder hereof (the "Holder") to acquire such number and kind of securities
and/or other consideration as would have been issuable as the result of such
change with respect to the securities which were subject to the purchase rights
under this Warrant immediately prior to such subdivision, combination,
reclassification, merger or other change. If shares of the class of the
Company's stock for which this Warrant is being exercised are subdivided or
combined into a greater or smaller number of shares of stock, the Warrant Price
shall be proportionately reduced in case of subdivision of shares or
proportionately increased in the case of combination of shares, in both cases
by the ratio which the total number of shares of such class of stock to be
outstanding immediately after such event bears to the total number of shares of
such class of stock outstanding immediately prior to such event.
(b) Adjustment for Dividends in Stock. In case at any
time or from time to time on or after the Effective Date the holders of the
Common Stock of the Company (or any shares of stock or other securities at the
time receivable upon the exercise of this Warrant) shall have received, or, on
or after the record date fixed for the determination of eligible stockholders,
shall have become entitled to receive, without payment therefor, other or
additional stock of the Company by way of dividend, then and in each case, the
Holder shall, upon the exercise hereof, be entitled to receive, in addition to
the number of Shares receivable thereupon, and without payment of any
additional consideration therefor, the amount of such other or additional stock
of the Company which such Holder would be entitled to receive had it been the
holder of record of such Shares on the Effective Date and had thereafter,
during the period from the Effective Date to and including the date of such
exercise, retained such shares and/or all other additional stock receivable by
it as aforesaid during such period, giving effect to all adjustments called for
during such period by paragraphs (a), (b) and (c) of this Section 2.
(c) Adjustment for Certain Issuances. If the Company (or
in the case of (ii) below, any other corporation) shall, at any time or from
time to time prior to the expiration date of this Warrant, (i) issue any shares
of Common Stock and the consideration per share of Common Stock received by the
Company shall be less than the Warrant Price (as adjusted from time to time),
or (ii) issue any securities which by their terms are convertible into or
exchangeable for shares of Common Stock of the Company (herein "Convertible
Securities") or represent the right to purchase Common Stock or Convertible
Securities and the sum of the consideration per share of Common Stock
receivable upon conversion or exchange of such Convertible Securities or upon
exercise of such purchase rights, plus the consideration per share received by
the Company upon the issuance of such Convertible Securities or purchase
rights, shall be less than the Warrant Price at the date of issuance, the
aggregate exercise price of this Warrant shall remain unchanged but the number
of Shares receivable upon the exercise of this Warrant shall be increased as
follows: the number of shares receivable upon the exercise of this Warrant
immediately prior to the issue of such shares of Common Stock (or such
Convertible Securities or purchase rights, as the case may be) shall be
multiplied by a fraction, of which (x) the numerator shall be the number of
shares of Common Stock (on a fully diluted basis assuming the exercise of all
warrants or options to purchase Common Stock and the conversion of all
Convertible Securities) outstanding immediately prior to such issue plus the
number of shares of Common Stock issued (or the maximum number of shares of
Common Stock issuable upon conversion or exchange of such Convertible
Securities or exercise of such purchase rights at their initial conversion,
exchange or exercise price or rate, as the case may be), and of which (y) the
denominator shall be the number of shares of Common Stock outstanding
immediately prior to such issue (on a fully diluted basis assuming the exercise
of all warrants or options to purchase Common Stock and the conversion
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of all Convertible Securities) plus the number of shares of Common Stock which
the aggregate consideration received by the Company upon the issuance of such
shares of Common Stock (or the aggregate consideration received by the Company
upon the issuance of such Convertible Securities or purchase rights plus the
aggregate consideration receivable upon exercise of all such Convertible
Securities or purchase rights, as the case may be) would purchase at the
Warrant Price.
(d) Certificate of Adjustment. Whenever the Warrant
Price or number or type of securities issuable upon exercise of this Warrant is
adjusted, as herein provided, the Company shall promptly deliver to the record
holder of this Warrant a certificate of an officer of the Company setting forth
the nature of such adjustment and a brief statement of the facts requiring such
adjustment.
3. No Stockholder Rights. This Warrant, by itself as
distinguished from the Shares purchasable hereunder, shall not entitle the
Holder to any of the rights of a stockholder of the Company. Notwithstanding
the foregoing, as long as this Warrant is exercisable the Company shall furnish
the Holder with all mailings, notices and other information provided to the
Company's shareholders as and when such are provided to the Company's
shareholders.
4. Authorization and Reservation of Stock. The Company will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Shares upon the exercise of this
Warrant. Issuance of this Warrant shall constitute full authority to the
Company's officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Shares
upon the exercise of this Warrant.
5. Exercise of Warrant; Net Exercise.
(a) Exercise of Warrant. Subject to compliance with
applicable federal and state securities laws, this Warrant may be exercised in
whole or in part by the Holder at any time by surrender of this Warrant for
cancellation and delivery to the Company of an investment representation letter
in the form attached as Exhibit A and the Notice of Exercise attached hereto as
Exhibit B duly completed and executed, at the principal office of the Company,
accompanied by payment in full of the Warrant Price in cash or by check with
respect to the Shares being purchased. This Warrant shall be deemed to have
been exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive
the Shares issuable upon such exercise shall be treated for all purposes as the
holder of such Shares of record as of the close of business on such date. As
promptly as practicable after
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such date, the Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for the number of
full shares of Common Stock issuable upon such exercise. Upon any partial
exercise of this Warrant, the Company will issue to the Holder a new warrant
for the number of the Shares as to which this Warrant was not exercised. Each
certificate evidencing the Shares shall bear the legend set forth below:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
(b) Net Exercise. In lieu of exercising this Warrant or
any portion thereof and paying the exercise price by cash or check, the Holder
shall have the right to convert this Warrant or any portion thereof into the
number of Shares to be computed using the following formula:
X = (P) (Y) (A-B)
-------------
A
where X = the number of Shares to be issued to the Holder for the
portion of this Warrant being converted,
P = the portion of this Warrant being converted (expressed as a
decimal),
Y = the total number of Shares issuable upon exercise of this
Warrant in full,
A = the Average Price, and
B = the Warrant Price of the Shares on the date of receipt by the
Company of the notice of conversion.
Upon such conversion, the portion of this Warrant represented by the variable
"P" above shall be cancelled. As used herein, "Average Price" means (i) the
average closing price per share on all securities exchanges on which the Shares
may at the time be listed or, if there have been no sales on any such exchange
on any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day or (ii) if on any day the Shares are not so
listed but are listed on the Nasdaq Stock Market's National Market or SmallCap
Market, the sales price per share of the Shares as of 4:00 p.m., New York time,
on such day as reported on the Nasdaq Stock Market's National Market or
SmallCap Market or, if no sales are reported on the Nasdaq Stock Market on such
day, the average of the highest
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reported bid and lowest reported asked prices on such day or (iii) if the
Shares are not listed on a securities exchange or on the Nasdaq Stock Market's
National Market or SmallCap Market on such day, the average of the highest
reported bid and lowest reported asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau
Incorporated or any similar successor organization, in each such case averaged
over the period of five consecutive trading days immediately preceding the date
of receipt by the Company of the Notice of Exercise or, if the Shares are not
so listed or quoted, as determined in good faith by the Company's Board of
Directors.
(c) Fractional Shares. No fractional shares of any class
of stock will be issued in connection with any exercise hereunder, but in lieu
of such fractional shares the Company shall make a cash payment therefor based
on the fair market value of the Common Stock on the date of exercise as
reasonably determined in good faith by the Company's Board of Directors.
(d) Put Right. In lieu of exercising this Warrant or any
portion thereof and paying the exercise price by cash or check, the Holder
shall have the right to require the Company to purchase any exercisable portion
of this Warrant at a price equal to the product of the number of Shares as to
which the Company is purchasing the Holder's rights hereunder multiplied by the
difference between the Average Price and the exercise price per share on the
date of the Holder's notice under this Section 5(d). The amount payable by the
Company hereunder shall be paid to the Holder as follows: the lesser of
$100,000 or the amount payable to the Holder shall be paid within 5 business
days, and the balance, if any, shall be paid within 30 business days. All such
amounts shall be secured obligations of the Company, subject to any and all
security agreements between the Company and the Holder, but only to the extent
that the Company and the Holder are then parties to any such security
agreements.
6. Transfer of Warrant. This Warrant and the rights provided for
herein may be transferred or assigned by the Holder hereof in whole or in part,
provided that prior written notice is given to the Company and the transferor
shall provide an opinion of counsel reasonably satisfactory to the Company that
such transfer does not require registration under the Securities Act of 1933,
as amended.
7. Registration Rights.
(a) Registration Obligations. The securities entitled to
the benefit of this Section 7 are the Shares acquired by the Holder upon
exercise of this Warrant and owned by the Holder (the "Registrable Shares").
Upon any request of the Holder, the Company shall file a "shelf" registration
statement under the Securities Act to register any or all of the Holder's
Registrable Shares under the Securities Act of 1933, as amended (the
"Securities Act"). The Company will pay all registration expenses in
connection with the first such requested registration of Registrable Shares
under this Section 7 and the Holder shall pay all registration expenses in
connection with any subsequent requested registration. The registration
expenses referred to in the preceding sentence include, without limitation, the
fees and expenses of counsel to the Company and of the Company's accountants,
the fees and expenses of one law firm representing the Holder (up to a maximum
of $5,000), the costs and expenses incident to
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the preparation, printing and filing by the Company of the registration
statement (including the financial statements included in, and all amendments
and exhibits to, the registration statement), the preliminary prospectus and
the final prospectus and any amendment or supplement to any of the foregoing,
the filing fees of the Securities and Exchange Commission, the National
Association of Securities Dealers, Inc., and of any state securities or blue
sky authorities, the fees and expenses of counsel in connection with the
qualification of the securities under state securities or blue sky laws, any
fees relating to the listing of the securities on the National Association of
Securities Dealers, Inc. Automated Quotation System or in any other market in
which the Company's securities are traded, the cost of printing certificates
representing the securities being offered, and any fees of the transfer agent.
The Holder shall be solely responsible for any underwriting discounts or
commissions applicable to the Holder's securities sold in the offering.
(b) Registration Procedures. If and whenever the Company
is requested to effect the registration of any Registrable Shares under the
Securities Act as provided in Section 7(a), the Company will promptly:
(i) prepare and file with the Securities and
Exchange Commission (the "Commission") a registration
statement with respect to such Registrable Securities and use
its reasonable efforts to cause such registration statement to
become effective; provided, that the Company shall not be
obligated pursuant to this Section 7 to effect any
registration on a date when the inclusion in such registration
statement of financial statements of the Company, other than
financial statements required to be contained in the most
recently required annual and quarterly reports on Forms 10-K
and 10-Q, respectively, and the required reports on Form 8-K
since the end of the fiscal year covered by the most recently
required report on Form 10-K, would be required under the
rules and regulations of the U. S. Securities and Exchange
Commission;
(ii) prepare and file with the Commission such
amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to
comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such
registration statement until the earlier of such time as all
of such securities have been disposed of in accordance with
the intended methods of disposition by the Holder as set forth
in such registration statement or such time as the Registrable
Shares may be sold without registration;
(iii) furnish to the Holder such number of
conformed copies of such registration statement and of each
such amendment and supplement thereto (in each case including
all exhibits), such number of copies of the prospectus
contained in such registration statement (including each
preliminary prospectus and any summary prospectus), in
conformity with the requirements of the
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Securities Act, and such other documents, as the Holder may
reasonably request in order to facilitate the disposition of
the Registrable Shares owned by the Holder;
(iv) use its reasonable efforts to register or
qualify such securities covered by such registration statement
under such other securities or blue sky laws of such
jurisdictions in which an exemption from qualification or
registration is not available as the Holder shall reasonably
request, and do any and all other acts and things which may be
necessary or advisable to enable the Holder to consummate the
disposition in such jurisdictions of the Registrable Shares
owned by the Holder, except that the Company shall not for any
such purpose be required to qualify generally to do business
as a foreign corporation in any jurisdiction wherein it is not
so qualified, or to consent to general service of process in
any such jurisdiction;
(v) notify the Holder of Registrable Shares
covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under
the Securities Act, of the happening or any event as a result
of which the prospectus included in such registration
statement, as then in effect, is known by the Company to
include an untrue statement of material fact or to omit to
state any material fact required to be stated therein or
necessary to make statements therein not misleading in the
light of the circumstances then existing (provided that the
period during which such a condition may occur shall not be
permitted by the Company to persist for longer than 45 days
nor shall two or more such periods be permitted by the Company
to persist for an aggregate of longer than 90 days during any
year of the term of such registration), and prepare and
furnish to the Holder a reasonable number of copies of a
supplement to, or an amendment of, such prospectus as may be
necessary so that, as delivered to the purchasers of such
securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading in the light of the
circumstances then existing;
(vi) advise the Holder as to the time when such
registration statement becomes effective and as to the
issuance by the Commission of any stop order suspending the
effectiveness of such registration statement or the
institution of any proceedings for that purpose, and use its
best efforts to prevent the issuance of any such stop order
and to obtain as soon as possible the lifting thereof, if
issued; and
(vii) indemnify and hold harmless the Holder, and
any underwriter or broker in respect thereto, or any
controlling person of the Holder or any such underwriter or
broker, against any losses, claims, damages or liabilities,
joint or several, to which the Holder or such underwriter,
broker or controlling person
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may become subject, under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any
untrue statement of any material fact contained in the
registration statement, the prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus, or
arise out of or are based upon the omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading and will reimburse
the Holder and each such underwriter, broker or controlling
person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such
loss, claim, damage, liability or action (provided, however,
that the Company will not be liable to the Holder, underwriter
or broker (or to a controlling person of the Holder,
underwriter or broker) in any case to the extent that any such
loss, claim, damage, liability or action arises out of or is
based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any such document or
amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company
by, or on behalf of, the Holder specifically for use therein
or to the extent the loss, claim, damage or liability arose
from the fact that a copy of the final prospectus was not
timely delivered by the Holder to a purchaser who became a
plaintiff in a lawsuit), and provide the Holder with customary
contribution in the event that such indemnification shall be
unavailable for any reason.
(c) The Company may require the Holder to furnish to the
Company information regarding the Holder and the distribution of the
Registrable Securities as the Company may from time to time reasonably request.
The Holder will indemnify and hold harmless the Company, its officers,
directors and controlling persons for any losses, claims, damages or
liabilities, joint or several to which the Company or such persons may become
subject insofar as such claims, losses, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the registration statement,
the prospectus, or any amendment or supplement thereto made in reliance upon
and in conformity with written information furnished by Holder to Company
expressly for use therein.
(d) Each indemnified party shall give notice as promptly
as reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnifying party
from any liability which it may have otherwise than on account of this
indemnity agreement except to the extent it is actually prejudiced thereby. In
case such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party and, after
notice from the indemnifying party to such indemnified party of its election to
assume the
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defense thereof and so long as the indemnifying party continues to defend the
matter, the indemnifying party shall not be liable under this indemnity for any
legal expenses subsequently incurred by such indemnified party in connection
with the defense thereof, provided however, that the indemnified party shall
have the right to employ separate counsel at its expense in any such action and
participate in the defense thereof. No indemnifying party shall be liable for
any settlement entered into without its consent. An indemnifying party who
elects not to assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by the
indemnifying party with respect to the claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between the
indemnified party and any other indemnified party with respect to the claim, in
which event the indemnifying party shall be obligated to pay the fees and
expenses of no more than one additional counsel for the indemnified parties per
venue.
8. Miscellaneous. This Warrant shall be governed by the internal
laws of the State of Michigan. The headings in this Warrant are for purposes
of convenience and reference only, and shall not be deemed to constitute a part
hereof. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally but only by an instrument in writing signed by
the Company and the Holder. All notices and other communications from the
Company to the holder of this Warrant shall be delivered personally or mailed
by first class mail, postage prepaid, to the address furnished to the Company
in writing by the last holder of this Warrant who shall have furnished an
address to the Company in writing, and if mailed shall be deemed given three
days after deposit in the United States mail.
9. Amendment and Restatement. This Warrant amends and restates
in its entirety that certain Universal Standard Healthcare, Inc. Warrant to
Purchase 100,000 shares of Common Stock dated July 8, 1998, issued by Universal
Standard Healthcare, Inc. in favor of NBD Bank.
ISSUED this 3rd day of August, 1998.
UNIVERSAL STANDARD HEALTHCARE, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
Its: President
--------------------------------
Accepted and agreed to:
NBD BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Its: First Vice President
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Exhibit A
Universal Standard Healthcare, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
In connection with the issuance to us by Universal Standard Healthcare,
Inc. ("USHI") of shares of common stock of USHI pursuant to the Warrant dated
________________, 1998 (the "Warrant Stock"), we hereby represent and agree
that we are receiving such Warrant Stock for our own account and not on behalf
of others, and that we are not taking any such shares of stock with a view to
the "distribution" thereof (as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), and the rules and regulations of the
Securities and Exchange Commission thereunder). We understand that the Warrant
Stock has not been registered under the Securities Act and is therefore
"restricted stock" under the Securities Act.
We understand and agree that the Warrant Stock may be transferred or
resold only (a) upon receipt of a "no action" letter from the Securities and
Exchange Commission, (b) upon the furnishing by us to you of an opinion of
counsel reasonably acceptable to you covering the proposed transfer or sale of
such shares and the proposed transferee of such shares furnishing to you in
writing an appropriate letter to the effect that such shares are being taken
for investment and not with a view to distribution, (c) upon the registration
of such shares with the Securities and Exchange Commission pursuant to the
Securities Act or (d) if, in the opinion of our counsel, the proposed sale or
transfer otherwise complies fully with the applicable rules and regulations of
the Securities and Exchange Commission promulgated under the Securities Act
(including, but not limited to, Rule 144 thereunder). In the event of a
transfer or resale of any such shares by us, we agree to indemnify USHI and its
directors, officers, and each person who might be deemed to control USHI with
respect to any liabilities or expenses of any of them in connection with such
transfer or resale that are claimed to be derived solely from our acts or
omissions to act. We further agree to the placing of an appropriate legend
upon the certificates evidencing the Warrant Stock, and to the giving of
instructions to the transfer agent or agents for such shares designed to
prevent transfer of the Warrant Stock unless in compliance with the terms of
this letter.
We hereby acknowledge that we have received no general solicitation or
general advertising (including communications published in any newspaper,
magazine, or similar medial or broadcast), have attended no seminar or meeting,
and have received no written communications from USHI except as expressly
described hereinafter. We acknowledge that we have received no public
solicitation or advertisement with respect to such shares of USHI common stock,
nor are we aware of any such solicitation or advertisements that may have been
received by others.
We acknowledge that USHI has furnished to us a copy of its most recent
Annual Report on Form 10-K and a copy of each subsequent filing made by USHI
with the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended, at a reasonable time prior to the exercise of the Warrant.
The foregoing information constitutes all of the information concerning USHI
that we desire in connection with our acquisition of the Warrant Stock. We
further acknowledge that sufficient opportunity has been made available to us
and to our representatives to ask questions of and to receive answers from USHI
concerning the terms and conditions of the Warrant and the activities and
operations of USHI and to obtain other additional information that we consider
necessary to verify the accuracy of the information contained in the
aforementioned documents.
Very truly yours,
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Print Name and Title (if applicable)
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Exhibit B
NOTICE OF EXERCISE
TO: UNIVERSAL STANDARD HEALTHCARE, INC.
1. The undersigned hereby:
[ ] elects to purchase ________________ shares of Common
Stock, of Universal Standard Healthcare, Inc.
pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price in
full, or
[ ] elects to exercise its net issuance rights pursuant
to Section 5(b) of the attached Warrant with respect
to ______________ shares of Common Stock, or
[ ] elects to exercise its put rights pursuant to Section
5(d) of the attached Warrant with respect to
_____________ shares of Common Stock.
2. Please issue a certificate or certificates (or a check, as
applicable) representing said shares of Common Stock in the name of the
undersigned or in such other name as is specified below:
____________________________________
(Name)
____________________________________
(Address)
_____________________________ ________________________________________
(Date) (Name of Warrant Holder)
By: ____________________________________
Title:
(name of purchaser, and title and
signature of authorized person)