EXHIBIT 4.1
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL
BE APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Void after 5:00 P.M., New York City time,
on the last day of the Exercise Period, as defined below
COMMON STOCK PURCHASE WARRANT
OF
STARMED GROUP, INC.
This is to certify that, FOR VALUE RECEIVED, Romajo Partners Limited
Partnership, F/B/O ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("HOLDER"), is entitled to purchase, subject
to the provisions of this Common Stock Purchase Warrant (this "WARRANT"), from
StarMed Group, Inc., a Nevada corporation (the "Company"), at an exercise price
per share equal to Forty Cents ($.40) per share (the "INITIAL EXERCISE PRICE"),
subject to adjustment as provided in this Warrant, Two Hundred Fifty Thousand
(250,000) shares of common stock, $0.01 par value per share ("COMMON STOCK").
The shares of Common Stock deliverable upon such exercise, and as adjusted from
time to time, are hereinafter sometimes referred to as, individually, a "Warrant
Share", and collectively, the "Warrant Stock," and the Initial Exercise Price,
as adjusted from time to time pursuant to the terms hereof, is hereinafter
sometimes referred to as the "Warrant Exercise Price."
1. ISSUANCE OF WARRANT. This Warrant is being issued pursuant to that
certain Subscription Agreement dated as of the date hereof between the Company
and the Holder (the "SUBSCRIPTION AGREEMENT"). Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed thereto in the
Subscription Agreement. In addition the following terms have the meanings set
forth below:
"Closing Price" means, as of any date, the last trading price
for the Common Stock as reported by the NASD OTC Bulletin Board, or other
principal exchange or electronic trading system on which the shares of Common
Stock are quoted or traded.
"Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities, which are convertible into or exchangeable,
with or without payment of additional consideration in cash or property, for
shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.
"Exercise Period" shall mean the period commencing on June 28,
2005 and ending at 5 p.m., eastern standard time on June 28, 2010.
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"Permitted Issuances" shall mean (i) Common Stock issued
pursuant to a stock split or subdivision, (ii) Common Stock issuable or issued
to employees, officers or directors of the Company directly or pursuant to a
stock purchase plan or other compensation arrangement approved by the Board of
Directors of the Company which are issued at fair market value at the date of
issuance, and (iii) Common Stock issued or issuable upon exercise or conversion
of any warrants, options or any other securities exercisable or exchangeable
for, or convertible into shares of Common Stock outstanding as of, and at such
exercise and/or conversion prices in effect on, June 28, 2005.
"Redemption Conditions" means each of the following conditions
to a redemption of this Warrant by the Company : (i) the shares of Common Stock
have had an average Closing Price at or above one dollar and fifty cents ($1.50)
per share (as adjusted for any stock splits, combinations or other
recapitalizations) for 20 consecutive trading days ending on the date of the
Redemption Notice (hereinafter defined) (the "Redemption Measuring Period"), and
(ii) the resale of the shares of Common Stock issuable upon exercise of this
Warrant is registered with the Securities and Exchange Commission (the "SEC")
for resale to the public under an effective registration statement and all such
shares remain registered thereafter until redemption.
"Securities Act" means the Securities Act of 1933, as amended,
and all rules and regulations promulgated thereunder.
"Warrant" means this Warrant for the purchase of the number of
shares of Common Stock of the Company noted above.
2. EXERCISE OF WARRANT. (a) This Warrant may be exercised in whole or
in part at any time or from time to time from the date hereof until the end of
the Exercise Period by presentation and surrender hereof to the Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Exercise Notice and Purchase Form annexed hereto duly executed and accompanied
by payment of the Warrant Exercise Price for the number of shares of Common
Stock specified in such form. Subject to Section 2(b) below, the Warrant
Exercise Price shall be payable by Holder to the Company (i) in cash or by check
acceptable to the Company, or (ii) by cancellation by Holder of indebtedness or
other obligations of the Company to Holder, or (iii) by a combination of (i) and
(ii). If this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder hereof to purchase the balance of the shares
of Common Stock purchasable hereunder. Upon receipt by the Company of this
Warrant at its office or by the stock transfer agent of the Company at its
office, together with payment of the Warrant Exercise Price, in proper form for
exercise, the Holder shall be deemed to be the holder of record of the shares of
Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Holder. As soon as practicable after each exercise of this Warrant, in whole
or in part, the Company at its 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, subject to Section 10 hereof, as the Holder (upon payment
by the Holder of any applicable transfer taxes) may direct a certificate or
certificates (with appropriate restrictive legends, as applicable) for the
number of duly authorized, validly issued, fully paid and non-assessable shares
of Common Stock to which the Holder shall be entitled
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upon exercise plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, all issuances of Common Stock pursuant to the exercise of
this Warrant shall be rounded (up or down as the case may be) to the nearest
whole share.
(b) Cashless Exercise. Notwithstanding any provisions herein
to the contrary, in lieu of exercising this Warrant in the manner set forth in
this Section 2, the Holder may elect to exercise this Warrant or a portion
hereof and to pay for the shares of Common Stock issuable upon such exercise by
way of cashless exercise by surrendering this Warrant at the principal executive
office of the Company, together with the Notice of Exercise attached hereto duly
executed, in which event the Company shall issue to the Holder that number of
shares of Common Stock of the Company computed using the following formula:
X = Y (A - B)
--------
A
Where X = the number of shares of Common Stock to be issued to the Holder.
Y = the number of shares of Common Stock purchasable under this
Warrant or, if only a portion of the Warrant is being exercised,
the portion of the Warrant being cancelled (at the date of such
calculation).
A = the Closing Price of one share of Common Stock (on the date
prior to such exercise; if the Common Stock is not then
publicly-traded the value of the Common Stock for purposes hereof
shall be equal to the valuation per share of Common Stock,
adjusted for stock splits, in the equity round of financing
completed by the Company during the term of this Warrant at the
highest valuation per share of Common Stock).
B = the Exercise Price (as adjusted to the date of such calculation).
If the above calculation results in a negative number, then no
shares of Common Stock of the Company shall be issued or issuable upon
conversion of this Warrant.
(c) No Warrant Stock will be issued pursuant to the exercise
of this Warrant unless such issuance and such exercise shall comply with all
relevant provisions of law.
3. RESERVATION OF SHARES; FRACTIONAL SHARES. The Company hereby agrees
that at all times there shall be reserved for issuance and/or delivery upon
exercise of this Warrant such number of shares of Common Stock as shall be
required for issuance and delivery upon exercise of this Warrant. No fractional
shares or script representing fractional shares shall be issued upon the
exercise of this Warrant. Instead, the Company will round up to the nearest
whole share.
4. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. Subject to
Section 11 hereof, this Warrant is exchangeable, without expense, at the option
of the Holder, upon presentation and surrender hereof to the Company or at the
office of its stock transfer agent, if any, for other Warrants of different
denominations entitling the holder thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder. Upon surrender of this
Warrant to the Company or at the office of its stock transfer
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agent, if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be canceled. This Warrant may be
divided or combined with other Warrants which carry the same rights upon
presentation hereof at the office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Holder
hereof. The term "Warrant" as used herein includes any Warrants into which this
Warrant may be divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver, in lieu of this
Warrant, a new warrant of like tenor and amount.
5. RIGHTS AND OBLIGATIONS OF THE HOLDER. The Holder shall not, by
virtue of this Warrant, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Holder are limited to
those expressed in the Warrant and are not enforceable against the Company
except to the extent set forth herein. In addition, no provision hereof, in the
absence of affirmative action by Holder to purchase shares of Common Stock, and
no enumeration herein of the rights or privileges of Holder hereof, shall give
rise to any liability of such Holder for the purchase price of any Common Stock
or as a stockholder of Company, whether such liability is asserted by Company or
by creditors of Company.
6. ADJUSTMENTS. The Warrant Exercise Price in effect at any time and
the number and kind of securities purchasable upon exercise of each Warrant
shall be subject to adjustment as follows and the Company shall give each Holder
notice of any event described below which requires an adjustment pursuant to
this Section 6 at the time of such event:
(a) Stock Dividends, Subdivisions and Combinations. If at any
time the Company shall:
(i) Declare a dividend payable in, or other
distribution of, shares of Common Stock,
(ii) subdivide or reclassify its outstanding shares
of Common Stock into a larger number of shares of Common Stock, or
(iii) combine or reclassify its outstanding shares of
Common Stock into a smaller number of shares of Common Stock or otherwise effect
a reverse stock split,
then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be equal to
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event, or the record date therefor, whichever is
earlier, would own or be entitled to receive after the happening of such event,
and (ii) the Warrant Exercise Price(s) shall be adjusted to equal (A) the
Warrant Exercise Price immediately prior to such event multiplied by the number
of shares of Common Stock for
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which this Warrant is exercisable immediately prior to the adjustment divided by
(B) the number of shares for which this Warrant is exercisable immediately after
such adjustment.
(b) Certain Other Distributions and Adjustments.
(i) If at any time the Company shall declare any
dividend or other distribution of:
(A) cash,
(B) any evidences of its indebtedness, any
shares of its stock or any other securities or property of any nature whatsoever
(other than Convertible Securities or shares of Common Stock), or
(C) any warrants or other rights to
subscribe for or purchase any evidences of its indebtedness, any shares of its
stock or any other securities or property of any nature whatsoever (other than
Convertible Securities or shares of Common Stock),
then ▇▇▇▇▇▇, upon exercise of this Warrant, shall be entitled to receive such
dividend or distribution as if Holder had exercised this Warrant.
(ii) A reclassification of the Common Stock (other
than a change in par value, or from par value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by Company to the holders of its Common
Stock of such shares of such other class of stock and in such event Holder shall
be entitled to receive such distribution as if Holder had exercised this Warrant
and, if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding shares of Common Stock within the meaning of Section 6(a).
(c) Issuance of Additional Shares of Common Stock.
(i) Except in connection with Permitted Issuances,
if, at any time prior to the first anniversary of the date hereof, the Company
shall issue or sell any shares of Common Stock for no consideration or for
consideration in an amount per share of Common Stock less than the Warrant
Exercise Price (the "DISCOUNTED PRICE," each such sale or issuance, a
"DISCOUNTED PRICE TRANSACTION" and the number of shares sold or issued in such
Discounted Price Transaction the "DISCOUNTED SALE VOLUME"), the Warrant Exercise
Price then in effect shall immediately, and without any further action by the
Company or the Holder required, be adjusted, concurrently with such issuance, to
a price equal to the Discounted Price.
(ii) The provisions of paragraph (i) of this Section
6(c) shall not apply to any issuance of shares of Common Stock for which an
adjustment is provided under Section 6(a) or 6(b). No adjustment of the number
of shares of Common Stock for which this Warrant shall be exercisable shall be
made under paragraph (i) of this Section 6(c) upon the issuance of any shares of
Common Stock which are issued pursuant to the exercise of any warrants or other
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subscription or purchase rights or pursuant to the exercise of any conversion or
exchange rights in any Convertible Securities, if any such adjustment shall
previously have been made upon the issuance of such warrants or other rights or
upon the issuance of such Convertible Securities (or upon the issuance of any
warrant or other rights therefor) pursuant to Section 6(d).
(d) Issuance of Warrants or Other Rights.
(i) If at any time the Company shall issue or sell,
any warrants or other rights to subscribe for or purchase any shares of Common
Stock or any Convertible Securities, whether or not the rights to exchange or
convert thereunder are immediately exercisable, and the price per share for
which Common Stock is issuable upon the exercise of such warrants or other
rights or upon conversion or exchange of such Convertible Securities shall be
less than the then Warrant Exercise Price, then the number of shares for which
this Warrant is exercisable and the Warrant Exercise Price shall be adjusted as
provided in Section 6(c)(i) hereof. No further adjustment of the Warrant
Exercise Price(s) shall be made upon the actual issue of such Common Stock or of
such Convertible Securities upon exercise of such warrants or other rights or
upon the actual issuance of such Common Stock upon such conversion or exchange
of such Convertible Securities.
(e) Superseding Adjustment. If at any time after any
adjustment of the number of shares of Common Stock for which this Warrant is
exercisable and the Warrant Exercise Price(s) shall have been made pursuant to
Section 6(d) as the result of any issuance of warrants, rights or Convertible
Securities,
(i) such warrants or rights, or the right of
conversion or exchange in such other Convertible Securities, shall expire, and
all or a portion of such warrants or rights, or the right of conversion or
exchange with respect to all or a portion of such other Convertible Securities,
as the case may be, shall not have been exercised, or
(ii) the consideration per share for which shares of
Common Stock are issuable pursuant to such warrants or rights, or the terms of
such other Convertible Securities, shall be increased solely by virtue of
provisions therein contained for an automatic increase in such consideration per
share upon the occurrence of a specified date or event,
(A) then for each outstanding Warrant such
previous adjustment shall be rescinded and annulled and the shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection with the adjustment so rescinded and annulled shall no longer be
deemed to have been issued by virtue of such computation made in connection with
the adjustment so rescinded and annulled (unless the Warrant has been previously
exercised).
(f) No adjustment in the Warrant Exercise Price shall be
required unless such adjustment would require an increase or decrease of at
least one cent ($0.01) in such price; provided, however, that any adjustments
which by reason of this Section 6(f) are not required to be made shall be
carried forward and taken into account in any subsequent adjustment.
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All calculations under this Section 6(f) shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.
(g) The Company may retain a firm of independent public
accountants of recognized standing selected by the Board (who may be the regular
accountants employed by the Company) to make any computation required by this
Section 6.
(h) In the event that at any time, as a result of an
adjustment made pursuant to Section 6(a) or (b) of this Warrant, the Holder of
any Warrant thereafter shall become entitled to receive any shares of the
Company, other than Common Stock, thereafter the number of such other shares so
receivable upon exercise of any Warrant shall be subject to adjustment from time
to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in Sections 6(a) through
(d), inclusive, of this Warrant.
(i) Notwithstanding the foregoing, no adjustment shall be
effected due to, or as a result of, any Permitted Issuances.
(j) No impairment. The Company will not, by any voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of the provisions of this Section 6 and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Holder of this Warrant against impairment.
7. OFFICER'S CERTIFICATE. Whenever the Warrant Exercise Price(s) shall
be adjusted as required by the provisions of Section 6 of this Warrant, the
Company shall forthwith file in the custody of its Secretary or an Assistant
Secretary at its principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Warrant Exercise Price(s) and the
adjusted number of shares of Common Stock issuable upon exercise of each
Warrant, determined as herein provided, setting forth in reasonable detail the
facts requiring such adjustment, including a statement of the number of
additional shares of Common Stock, if any, and such other facts as shall be
necessary to show the reason for and the manner of computing such adjustment. A
copy of each such officer's certificate shall be forwarded to Holder.
8. NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (1) if the Company shall pay any dividend or make any distribution
upon Common Stock, or (2) if the Company shall offer to the holders of Common
Stock for subscription or purchase by them any share of any class or any other
rights, or (3) if any capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation or merger of the Company with or
into another entity, tender offer transaction for the Company's Common Stock,
sale, lease or transfer of all or substantially all of the property and assets
of the Company, or voluntary or involuntary dissolution, liquidation or winding
up of the Company shall be effected, or (4) if the Company shall file a
registration statement under the Securities Act, on any form other than on Form
S-4 or S-8 or any successor form, then in any such case, the Company shall cause
to be mailed by certified mail to the Holder, at least ten days prior to the
date specified in clauses (1), (2), (3) or (4), as the case may be, of this
Section 8 a notice containing a brief description of the proposed action and
stating the date on which (i) a record is to be taken for the purpose of such
dividend, distribution or rights, or (ii) such reclassification,
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reorganization, consolidation, merger, tender offer transaction, conveyance,
lease, dissolution, liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other securities
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up, or (iii) such registration statement is to be filed with the SEC.
9. RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing or surviving corporation and which
does not result in any reclassification, capital reorganization or other change
of outstanding shares of Common Stock of the class issuable upon exercise of
this Warrant) or in case of any sale, lease or conveyance of all or
substantially all of the assets of the Company, the Holder shall have the right
thereafter by exercising this Warrant, to purchase the kind and amount of shares
of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
which could have been purchased upon exercise of this Warrant immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. The
foregoing provisions of this Section 9 shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common Stock
and to successive consolidations, mergers, sales or conveyances. In the event
that in connection with any such capital reorganization or reclassification,
consolidation, merger, sale or conveyance, additional shares of Common Stock
shall be issued in exchange, conversion, substitution or payment, in whole in
part, for a security of the Company other than Common Stock, any such issue
shall be treated as an issuance of Common Stock covered by the provisions of
Section 6 of this Warrant.
10. REDEMPTION.
(a) Redemption Option. Upon the satisfaction of the Redemption
Conditions, the Company may, at the option of its Board of Directors at any time
following the date hereof redeem all (but not less than all) of the Warrants,
out of funds legally available therefor by paying the Redemption Price (as
hereafter defined) in cash for each Warrant then redeemed.
(b) Redemption Price. The Redemption Price under this Section
10 shall be five cents ($.05) per Warrant Share, subject to adjustment for any
stock split, stock dividend, recapitalization, combination or adjustment after
the date hereof.
(c) Notice. Notice of any proposed redemption of the Warrants
pursuant to this Section 10 shall be given by the Company by sending by
certified mail, postage prepaid, a copy of such notice (the "REDEMPTION NOTICE")
at least 30 days prior to the date on which it proposes to redeem the Warrants
(the "REDEMPTION DATE") to the holders of the Warrants including the Holder or
any subsequent holder(s) of record of this Warrant, at their respective
addresses appearing on the books of the Company or given by such holder(s) to
the Company for the purposes of notice, or if no such address appears or is
given, at the principal office of the Company. Such notice shall state the
Redemption Date to which such notice relates, the number of Warrants to be
redeemed from all holders thereof and from the Holder of this Warrant, the
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Redemption Price per Warrant, the record date for purposes of such redemption
and the date on which such holders' right to exercise the Warrants will
terminate, and shall call upon the Holders to surrender to the Company on said
Redemption Date at the place designated in the notice such holder's certificate
or certificates representing the Warrants to be redeemed unless exercised prior
to such date.
(d) Payment. On the Redemption Date, the funds legally
available for redemption of the Warrants shall be used to redeem the Warrants
from the holders thereof at the Redemption Price and the Company shall be
obligated to pay the holder(s) the Redemption Price of the Warrants to the
extent they have not been exercised as of such date.
(e) Redemption Procedures. On or after a Redemption Date, the
Holder shall surrender this Warrant to the Company, or its agent, at the place
designated in the aforesaid notice and shall thereupon be entitled to receive
payment of the Redemption Price therefor. Upon payment of the Redemption Price
each surrendered Warrant shall be cancelled.
(f) Termination of Rights. Notwithstanding that the Warrants
so called for redemption shall not have been surrendered, from and after the
Redemption Date, all rights of the Holder of this Warrant and all other holders
of Warrants shall forthwith cease and terminate, except for right of the Holder
to receive payment of the Redemption Price upon surrender of this Warrant.
11. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. This Warrant or
the Warrant Stock or any other security issued or issuable upon exercise of this
Warrant may not be sold, transferred or otherwise disposed of except in
accordance with the Subscription Agreement and to a person who, in the opinion
of counsel acceptable to the Company, is a person to whom this Warrant or
Warrant Stock may legally be transferred without registration and without the
delivery of a current prospectus under the Act with respect thereto and then
only against receipt of an agreement of such person to, among other things,
comply with the provisions of this Section 11 with respect to any resale or
other disposition of such securities, which agreement shall be satisfactory in
form and substance to the Company and its counsel, or to any person upon
delivery of a prospectus then meeting the requirements of the Act relating to
such securities and the offering thereof for such sale or disposition
(ii) to any person who, pursuant to such transfer, does not
receive the right to purchase fewer than twenty-five percent (25%) of the shares
of Warrant Stock purchasable hereunder.
12. GOVERNING LAW; JURISDICTION. The corporate laws of the State of
Nevada shall govern all issues concerning the relative rights of the Company and
its stockholders. All issues concerning the construction, validity, enforcement
and interpretation of this Warrant shall be governed by and construed in
accordance with the internal laws of the State of New York without giving effect
to the principles of conflicts of law thereof. The parties hereto agree that
venue in any and all actions and proceedings related to the subject matter of
this Warrant shall be in the state and federal courts in and for New York, New
York, which courts shall have exclusive jurisdiction for such purpose, and the
parties hereto irrevocably submit to the exclusive jurisdiction of such courts
and irrevocably waive the defense of an inconvenient
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forum to the maintenance of any such action or proceeding. Service of process
may be made in any manner recognized by such courts. 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 the change, waiver,
discharge or termination is sought.
13. NOTICES. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section prior to 6:30 p.m. (New York City
time) on a Business Day (as defined below), (ii) the Business Day after the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile telephone number specified in this Agreement later than 6:30 p.m.
(New York City time) on any date and earlier than 11:59 p.m. (New York City
time) on such date, (iii) the Business Day following the date of mailing, if
sent by nationally recognized overnight courier service, or (iv) upon actual
receipt by the party to whom such notice is required to be given. For purposes
of this Agreement, "Business Day" shall mean any day except a Saturday, Sunday
or other day on which commercial banks in New York, New York are authorized by
law to be closed. The address for such notices and communications shall be as
follows:
StarMed Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇; Fax: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address as it shall have specified to the Subscriber in writing,
with a copy (which shall not constitute notice) to:
If to the Holder: Romajo Partners Limited Partnership
F/B/O ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With copies to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Company, Inc.
▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. 10038
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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14. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the registration of any certificate for shares of Common Stock underlying
this Warrant in a name other that of the Holder. The Holder is responsible for
all other tax liability that may arise as a result of holding or transferring
this Warrant or receiving shares of Common Stock underlying this Warrant upon
exercise hereof.
15. REGISTRATION RIGHTS. Holder shall be entitled to those certain
registration rights as set forth in Annex "A" to the Subscription Agreement.
[Signature page follows]
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IN WITNESS WHEREOF, this Warrant has been duly executed as of June 28, 2005.
STARMED GROUP, INC.
By: ________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
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FORM OF EXERCISE NOTICE
[To be executed only upon exercise of Warrant]
To STARMED GROUP, INC.:
(A) The undersigned registered holder of the within Warrant hereby irrevocably
exercises the Warrant pursuant to Section 2(a) of the Warrant with respect to
__________(______)(1) shares of the Common Stock, at an exercise price per share
of Common Stock of $____, which the holder would be entitled to receive upon the
cash exercise hereof, and requests that the certificates for the shares be
issued in the name of, and delivered to, whose address is:
OR
(B) The undersigned registered holder of the within Warrant hereby irrevocably
exercises the Warrant pursuant to Section 2(b) of the Warrant with respect to
__________(_____) shares of the Common Stock, and hereby authorizes STARMED
GROUP, INC. to withhold _____ shares of Common Stock having a total value of
$__________, such value being determined in accordance with the terms of this
Warrant, from the Shares otherwise to be received, and requests that the
certificates for the shares be issued in the name of, and delivered to
______________, whose address is:
Dated: _______________
Dated: _______________
________________________________________
Print or Type Name
________________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
Warrant)
________________________________________
(Street Address)
________________________________________
(City) (State) (Zip Code)
__________________
(1) Insert here the number of shares called for on the face of this Warrant (or,
in the case of a partial exercise, the portion thereof as to which this Warrant
is being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will be
issued and delivered, representing the unconverted portion of the Warrant, to
the holder surrendering the Warrant.
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PURCHASE FORM
-------------
Dated: _______________, 20_____
The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _____ shares of Common Stock and hereby
makes payment of (i) $___________ in payment of the actual exercise price
thereof.
________________________________________
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INSTRUCTIONS FOR REGISTRATION OF STOCK
--------------------------------------
Name:___________________________________________
(Please typewrite or print in block letters)
Signature:________________________________________
Social Security or Employer Identification No.:_________________________
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ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, _______________________________________
hereby sells, assigns and transfer unto:
Name:_______________________________________________
(Please typewrite or print in block letters)
Address:_____________________________________________
Social Security or Employer Identification No.:__________________________
The right to purchase Common Stock represented by this Warrant to the extent of
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint attorney to transfer the same on the books of the Company
with full power of substitution.
Dated: _________________, 200_.
Signature:________________________________
Signature Guaranteed:
____________________________________
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