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WARRANT AGREEMENT
BY AND BETWEEN
CARESIDE, INC.
AND
ROYCAP, INC.
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
Section 1.2 Execution of Warrant Certificates............................ 2
Section 1.3 Registration of Warrant Certificates......................... 2
Section 1.4 Exchange and Transfer of Warrant Certificates................ 2
Section 1.5 Lost, Stolen, Mutilated or Destroyed Warrant Certificates.... 2
Section 1.6 Cancellation of Warrant Certificates......................... 3
ARTICLE II WARRANT EXERCISE PRICE AND EXERCISE OF WARRANTS 3
Section 2.1 Exercise Price............................................... 3
Section 2.2 Registration of Warrants and Warrant Shares.................. 3
Section 2.3 Procedure for Exercise of Warrants........................... 3
Section 2.4 Issuance of Common Stock..................................... 4
Section 2.5 Certificates for Unexercised Warrants........................ 5
Section 2.6 Reservation of Shares........................................ 5
Section 2.7 No Impairment................................................ 5
ARTICLE III ADJUSTMENTS AND NOTICE PROVISIONS 6
Section 3.1 Adjustment of Exercise Price................................. 6
Section 3.2 Certificate of Adjustments................................... 8
Section 3.3 Warrant Certificate Amendments............................... 8
Section 3.4 Fractional Shares............................................ 8
ARTICLE VI MISCELLANEOUS 9
Section 4.1 Payment of Taxes and Charges................................. 9
Section 4.2 Changes to Agreement......................................... 9
Section 4.3 Assignment................................................... 9
Section 4.4 Successor to Company......................................... 9
Section 4.5 Notices...................................................... 9
Section 4.6 Defects in Notice............................................ 11
Section 4.7 Governing Law................................................ 11
Section 4.8 Standing..................................................... 11
Section 4.9 Headings..................................................... 11
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Page
Section 4.10 Counterparts................................................ 11
Section 4.11 Availability of the Agreement............................... 11
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 RoyCap, Inc. (the "Purchaser").
WITNESSETH:
WHEREAS, the Company proposes to sell to Purchaser pursuant to a Securities
Purchase Agreement, dated as of the date hereof (the "Securities Purchase
Agreement"), by and between the Company and the Purchaser, 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 purchase 25,000 shares of common stock of the Company, par value $0.01 per
share (the "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") and a warrant to purchase up to 4,000,000 Shares of Common
Stock.
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 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
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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 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 per share of $5.625 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
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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 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
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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 Shares shall be issued and
delivered pursuant to the provisions hereof; provided that the Company shall not
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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, including,
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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
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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. The Exercise Price and number of
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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.
(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 of securities or property equal to the amount thereof that
would have been paid or distributed in respect of the 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
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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
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.
(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 reclassification 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
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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 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
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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 VI
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 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 Agreement
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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 be
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given or
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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.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇▇ Stoughton
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
3000 Two ▇▇▇▇▇ Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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:
ROYCAP, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇
Attn:
With a copy to:
Fogler, Rubinoff, LLP
Suite 4400 Royal Trust Tower
Toronto ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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
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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.
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, 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 of
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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
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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.
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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: ▇. ▇▇▇▇▇▇▇ Staughton
Title: Chairman and Chief Executive Officer
A-1
WARRANT AGREEMENT PURCHASER SIGNATURE PAGE
Accepted and Agreed as of the date first written above.
Roycap, Inc.
By:_________________________________
Name:
Title:
▇-▇
▇-▇