THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR FOREIGN JURISDICTION.
NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH
LAWS.
2002-XXX
---------------------------------------------
PROXYMED, INC.
COMMON STOCK PURCHASE WARRANT
---------------------------------------------
This certifies that, for good and valuable consideration,
ProxyMed, Inc., a Florida corporation (the "Company"), grants to ___________
_______________________, a ________ (the "Warrantholder"), the right to
subscribe for and purchase from the Company, during the Exercise Period (as
hereinafter defined), _______ validly issued, fully paid and nonassessable
shares, par value $0.001, of Common Stock of the Company (the "Warrant Shares"),
at the exercise price per share of $15.93, subject to adjustment pursuant to
Section 5 hereof (the "Exercise Price"), all subject to the terms,
conditions and adjustments herein set forth. Capitalized terms used herein shall
have the meanings ascribed to such terms in Section 9 below.
1. WARRANT. This Warrant is issued pursuant to, and in accordance with,
Section 2.2 of the Stock and Warrant Purchase Agreement, dated as of March 26,
2002 and is subject to the terms thereof.
2. EXERCISE OF WARRANT; PAYMENT OF TAXES.
2.1 EXERCISE OF WARRANT. Subject to the terms and conditions
set forth herein, this Warrant may be exercised, unless such exercise would
constitute a Prohibited Exercise, at any time, in whole or in part, by the
Warrantholder during the Exercise Period by:
(a) the surrender of this Warrant to the Company,
with a duly executed Exercise Form, and
(b) the delivery of payment to the Company, for the
account of the Company, by wire transfer or any other means approved by the
Company, of the aggregate Exercise Price in lawful money of the United States of
America.
2
The Company agrees that the Warrant Shares shall be deemed to be issued to the
Warrantholder as the record holder of such Warrant Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for the Warrant Shares as aforesaid. For the avoidance of doubt,
cashless exercises of the Warrant shall not be permitted.
2.2. WARRANT SHARES CERTIFICATE. A stock certificate or
certificates for the Warrant Shares specified in the Exercise Form shall be
delivered to the Warrantholder within five (5) Business Days after receipt of
both the Exercise Form by the Company and the payment by the Warrantholder of
the aggregate Exercise Price. If this Warrant shall have been exercised only in
part, the Company shall, at the time of delivery of the stock certificate or
certificates, deliver to the Warrantholder a new Warrant evidencing the right to
purchase the remaining Warrant Shares, which new Warrant shall in all other
respects be identical with this Warrant.
2.3. PAYMENT OF TAXES. The Company will pay all documentary
stamp or other issuance taxes, if any, attributable to the issuance of Warrant
Shares upon the exercise of this Warrant; PROVIDED, HOWEVER, that the Company
shall not be required to pay any tax or taxes which may be payable in respect of
any transfer involved in the issue or delivery of any Warrants or Warrant
certificates or Warrant Shares in a name other than that of the then
Warrantholder as reflected upon the books of the Company.
3. RESTRICTIVE LEGEND.
Except as otherwise permitted by this Section 3, each Warrant (and each
Warrant issued in substitution for any Warrant pursuant to Section 6)
shall be stamped or otherwise imprinted with a legend in substantially the form
as set forth on the cover of this Warrant. Notwithstanding the foregoing, the
Warrantholder may require the Company to issue a Warrant or a certificate for
Warrant Shares, in each case without a legend, if either (i) such Warrant or
such Warrant Shares, as the case may be, have been registered for resale under
the Securities Act, (ii) the Warrantholder has delivered to the Company an
opinion of legal counsel (from a firm reasonably satisfactory to the Company)
which opinion shall be addressed to the Company and be reasonably satisfactory
in form and substance to the Company's counsel, to the effect that such
registration is not required with respect to such Warrant or such Warrant
Shares, as the case may be or (iii) such Warrant or Warrant Shares may be sold
without any limitation as to volume pursuant to Rule 144 (or any successor
provision then in effect) under the Securities Act.
4. RESERVATION AND REGISTRATION OF SHARES. The Company covenants and
agrees as follows:
(a) All Warrant Shares that are issued upon the
exercise of this Warrant shall, upon issuance, be validly issued, not subject to
any preemptive rights, and be free from all taxes, liens, security interests,
charges, and other encumbrances with respect to the issuance thereof, other than
taxes in respect of any transfer occurring contemporaneously with such issue.
3
(b) The Company shall at all times have authorized
and reserved, and shall keep available and free from preemptive rights, a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant.
(c) The Company shall not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
spinoff, consolidation, merger, dissolution, issue or sale of securities or any
other action or inaction, seek to avoid the observance or performance of any of
the terms of this Warrant, and shall at all times in good faith assist in
performing and giving effect to the terms hereof.
5. ANTI-DILUTION ADJUSTMENTS. The Exercise Price and the number of
Warrant Shares to be received upon exercise of this Warrant shall be subject to
adjustment as follows:
5.1. DIVIDEND, SUBDIVISION, COMBINATION OR RECLASSIFICATION OF
COMMON STOCK. In the event that the Company shall at any time or from time to
time, after the issuance of this Warrant but prior to the exercise hereof, (w)
make a dividend or distribution on the outstanding shares of Common Stock
payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock
into a larger number of shares, (y) combine the outstanding shares of Common
Stock into a smaller number of shares or (z) issue any shares of its Capital
Stock in a reclassification of the Common Stock (other than any such event for
which an adjustment is made pursuant to another clause of this Section 5), then,
and in each such case, (A) the aggregate number of Warrant Shares for which this
Warrant is exercisable (the "Warrant Share Number") immediately prior to such
event shall be adjusted (and any other appropriate actions shall be taken by the
Company) so that the Warrantholder shall be entitled to receive upon exercise of
this Warrant the number of shares of Common Stock or other securities of the
Company that it would have owned or would have been entitled to receive upon or
by reason of any of the events described above, had this Warrant been exercised
immediately prior to the occurrence of such event and (B) the Exercise Price
payable upon the exercise of this Warrant shall be adjusted by multiplying such
Exercise Price immediately prior to such adjustment by a fraction, the numerator
of which shall be the number of Warrant Shares issuable upon the exercise of
this Warrant immediately prior to such adjustment, and the denominator of which
shall be the number of Warrant Shares issuable immediately thereafter. An
adjustment made pursuant to this Section 5.1 shall become effective
retroactively (x) in the case of any such dividend or distribution, to a date
immediately following the close of business on the record date for the
determination of holders of shares of Common Stock entitled to receive such
dividend or distribution or (y) in the case of any such subdivision, combination
or reclassification, to the close of business on the day upon which such
corporate action becomes effective.
5.2. CERTAIN DISTRIBUTIONS. In case the Company shall at any
time or from time to time, after the issuance of this Warrant but prior to the
exercise hereof, distribute to all holders of shares of Common Stock (including
any such
4
distribution made in connection with a merger or consolidation in which the
Company is the resulting or surviving Person and shares of Common Stock are not
changed or exchanged) cash, evidences of indebtedness of the Company or another
issuer, securities of the Company or another issuer or other assets (excluding
dividends or distributions payable in shares of Common Stock for which
adjustment is made under Section 5.1) or rights or warrants to subscribe for or
purchase any of the foregoing, THEN, and in each such case, (A) the Exercise
Price then in effect shall be adjusted (and any other appropriate actions shall
be taken by the Company) by being multiplied by the Exercise Price in effect
prior to the date of distribution by a fraction (i) the numerator of
which shall be such Current Market Price of Common Stock immediately prior to
the date of distribution less the then fair market value (as determined by the
Board of Directors in the exercise of their fiduciary duties) of the portion of
the cash, evidences of indebtedness, securities or other assets so distributed
or of such rights or warrants applicable to one share of Common Stock and (ii)
the denominator of which shall be the Current Market Price of the Common Stock
immediately prior to the date of distribution (but such fraction shall not be
greater than one) and (B) the Warrant Share Number shall be increased by being
multiplied by a fraction (i) the numerator of which shall be the Current Market
Price of one share of Common Stock immediately prior to the record date for the
distribution of such cash, evidences of indebtedness, securities, other assets
or rights or warrants and (ii) the denominator of which shall be the Current
Market Price of one share of Common Stock immediately prior to such record date
less the fair market value (as determined by the Board of Directors in the
exercise of their fiduciary duties) of the portion of such cash, evidences of
indebtedness, securities, other assets or rights or warrants so distributed.
Such adjustment shall be made whenever any such distribution is made and shall
become effective retroactively to a date immediately following the close of
business on the record date for the determination of stockholders entitled to
receive such distribution.
5.3. OTHER CHANGES. In case the Company at any time or from
time to time, after the issuance of this Warrant but prior to the exercise
hereof, shall take any action affecting its Common Stock similar to or having an
effect similar to any of the actions described in any of Sections 5.1, 5.2 or
5.7 (but not including any action described in any such Section) and the Board
of Directors in good faith determines that it would be equitable in the
circumstances to adjust the Exercise Price and Warrant Share Number as a result
of such action, then, and in each such case, the Exercise Price and Warrant
Share Number shall be adjusted in such manner and at such time as the Board of
Directors in good faith determines would be equitable in the circumstances (such
determination to be evidenced in a resolution, a certified copy of which shall
be mailed to the Warrantholder).
5.4. NO ADJUSTMENT; PAR VALUE MINIMUM. Notwithstanding
anything herein to the contrary, no adjustment under this Section 5 need be made
to the Exercise Price or Warrant Share Number if the company receives written
notice from the Warrantholder that no such adjustment is required.
Notwithstanding any other provision of this Warrant, the Exercise Price shall
not be adjusted below the par value of a share of Common Stock.
5
5.5. ABANDONMENT. If the Company shall take a record of the
holders of shares of its Common Stock for the purpose of entitling them to
receive a dividend or other distribution, and shall thereafter and before the
distribution to stockholders thereof legally abandon its plan to pay or deliver
such dividend or distribution, then no adjustment in the Exercise Price or
Warrant Share Number shall be required by reason of the taking of such record.
5.6. CERTIFICATE AS TO ADJUSTMENTS. Upon any adjustment in the
Exercise Price or Warrant Share Number, the Company shall within a reasonable
period (not to exceed ten (10) days) following any of the foregoing transactions
deliver to the Warrantholder a certificate, signed by (i) the Chief Executive
Officer of the Company and (ii) the Chief Financial Officer of the Company,
setting forth in reasonable detail the event requiring the adjustment and the
method by which such adjustment was calculated and specifying the adjusted
Exercise Price and Warrant Share Number then in effect following such
adjustment.
5.7. SPIN-OFF; REORGANIZATION, RECLASSIFICATION, MERGER OR
SALE TRANSACTION.
(a) In case of any spinoff by the Company of another
Person (the "Spinoff Entity") at any time after the issuance of this Warrant but
prior to the exercise hereof, the Company shall issue to the Warrantholder a new
warrant, in form and substance satisfactory to the Company and the Majority
Warrantholders, entitling the Warrantholder to purchase, at the exercise price
equal to the excess of the Exercise Price in effect immediately prior to such
spin-off over the adjusted Exercise Price pursuant to Section 5.2, the number of
shares of common stock or other proprietary interest in the Spinoff Entity that
the Warrantholder would have owned had the Warrantholder, immediately prior to
such spinoff, exercised this Warrant.
(b) In case of any capital reorganization,
reclassification, Sale Transaction, merger or consolidation (other than a Sale
Transaction or a merger or consolidation of the Company in which the Company is
the surviving corporation) of the Company or other change of outstanding shares
of 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) (each, a "Transaction") at any time
after the issuance of this Warrant but prior to the exercise hereof, the Company
shall execute and deliver to the Warrantholder at least twenty (20) Business
Days prior to effecting such Transaction a certificate stating that the
Warrantholder shall have the right thereafter to exercise this Warrant for the
kind and amount of shares of stock or other securities, property or cash
receivable upon such Transaction by a holder of the number of shares of Common
Stock into which this Warrant could have been exercised immediately prior to
such Transaction, and provision shall be made therefor in the agreement, if any,
relating to such Transaction. Such certificate shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 5. The provisions of this Section 5.7 and any
equivalent thereof in any such certificate similarly shall apply to successive
transactions.
6
5.8. NOTICES. In case at any time or from time to time:
(a) the Company shall declare a dividend (or any
other distribution) on its shares of Common Stock;
(b) the Company shall authorize the granting to the
holders of shares of its Common Stock rights or warrants to subscribe for or
purchase any shares of Capital Stock or any other rights or warrants;
(c) there shall occur a spin-off or Transaction; or
(d) the Company shall take any other action that
would require a vote of the Company's stockholders;
then the Company shall mail to the Warrantholder, as promptly as possible but in
any event at least ten (10) days prior to the applicable date hereinafter
specified, a notice stating (A) the date on which a record is to be taken for
the purpose of such dividend, distribution or granting of 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, distribution or granting of rights or
warrants are to be determined, or (B) the date on which such spinoff or
Transaction is expected to become effective and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their Common Stock for shares of stock or other securities or property or cash
deliverable upon such spin-off or Transaction. Notwithstanding the foregoing, in
the case of any event to which Section 5.7 is applicable, the Company shall also
deliver the certificate described in such Section 5 to the Warrantholder at
least ten (10) Business Days prior to effecting such reorganization or
reclassification as aforesaid.
6. LOSS OR DESTRUCTION OF WARRANT. Subject to the terms and conditions
hereof, upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
loss, theft or destruction, of such bond or indemnification as the Company may
reasonably require, and, in the case of such mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor.
7. OWNERSHIP OF WARRANT. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of
transfer.
8. AMENDMENTS. Any provision of this Warrant may be amended and the
observance thereof waived only with the written consent of the Company and the
Warrantholder.
9. DEFINITIONS. As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:
7
"AFFILIATE" has the meaning set forth in the Purchase
Agreement.
"BOARD OF DIRECTORS" means the Board of Directors of the
Company.
"BUSINESS DAY" means any day other than a Saturday, Sunday or
other day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.
"CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations, rights in, or other equivalents (however
designated and whether voting or nonvoting) of such Person's capital stock and
any and all rights, warrants or options exchangeable for or convertible into
such capital stock (but excluding any debt security whether or not it is
exchangeable for or convertible into such capital stock).
"COMMON STOCK" means the Common Stock, par value $0.001 per
share, of the Company.
"COMMON STOCK EQUIVALENT" means any security or obligation
which is by its terms convertible into or exercisable into shares of Common
Stock, including, without limitation, any option, warrant or other subscription
or purchase right with respect to Common Stock.
"COMPANY" has the meaning set forth in the first paragraph of
this Warrant.
"CURRENT MARKET PRICE" means, as of the date of determination,
(a) the average of the daily Market Price under clause (a), (b) or (c) of the
definition thereof of the Common Stock during the immediately preceding five (5)
trading days ending on such date, and (b) if the Common Stock is not then listed
or admitted to trading on any national securities exchange or quoted in the
over-the-counter market, then the Market Price under clause (d) of the
definition thereof on such date.
"EXERCISE FORM" means an Exercise Form in the form annexed
hereto as EXHIBIT A.
"EXERCISE PERIOD" means the period commencing on April 5, 2003
and ending on April 5, 2004; PROVIDED, HOWEVER, that if, as of January 5, 2004,
the Warrantholder, together with the other Purchasers and their Affiliates under
the Purchase Agreement who hold Warrants (collectively, the "Warrantholders")
shall not be entitled, in compliance with all Requirements of Law (as defined in
the Purchase Agreement) and the rules and regulations of any Governmental
Authority (as defined in the Purchase Agreement), to exercise their Warrants in
full, then the Exercise Period shall be extended until the 90th day following
the first date upon which such Warrantholders shall be entitled to so exercise
their Warrants in full and in compliance with such Requirements of Law or rules
and regulations.
8
"EXERCISE PRICE" has the meaning set forth in the first
paragraph of this Warrant.
"MARKET PRICE" means, as of the date of determination, (a) if
the Common Stock is listed on a national securities exchange, the closing
price per share of Common Stock on such date published in THE WALL STREET
JOURNAL (NATIONAL EDITION) or, if no such closing price on such date is
published in THE WALL STREET JOURNAL (NATIONAL EDITION), the average of the
closing bid and asked prices on such date, as officially reported on the
principal national securities exchange on which the Common Stock is then listed
or admitted to trading; or (b) if the Common Stock is not then listed or
admitted to trading on any national securities exchange but is designated as a
national market system security by the National Association of Securities
Dealers, Inc., the last trading price of the Common Stock on such date; or (c)
if there shall have been no trading on such date or if the Common Stock is not
designated as a national market system security by the National Association or
Securities Dealers, Inc., the average of the reported closing bid and asked
prices of the Common Stock on such date as shown by the National Market System
of the National Association of Securities Dealers, Inc. Automated Quotations
System and reported by any member firm of the New York Stock Exchange selected
by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price
per share determined mutually by the Board of Directors and the Majority
Warrantholders or, if the Board of Directors and the Majority Warrantholders
shall fail to agree, at the Company's expense by an appraiser chosen by the
Board of Directors and reasonably acceptable to the Majority Warrantholders. Any
determination of the Market Price by an appraiser shall be based on a valuation
of the Company as an entirety without regard to any discount for minority
interests or disparate voting rights among classes of capital stock.
"MAJORITY WARRANTHOLDERS" means the holders of a majority of
Warrant Shares issuable upon exercise of all of the warrants issued pursuant the
Purchase Agreement assuming the exercise of all such warrants.
"PERSON" means any individual, firm, corporation, partnership,
limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, governmental body or other entity of any
kind.
"PROHIBITED EXERCISE" means any exercise of this Warrant which
would result in the Warrantholder (together with its Affiliates who are parties
to the Purchase Agreement) holding, in the aggregate, a number of shares of
Common Stock that, when aggregated with all of the other shares of Common Stock
held by such parties and acquired from the Company, would violate any
Requirement of Law (as defined in the Purchase Agreement) or any rule or
regulation of any Governmental Authority (as defined in the Purchase Agreement).
"PURCHASE AGREEMENT" means the Stock and Warrant Purchase
Agreement, dated March 26, 2002 between the Company, the Warrantholder
and the other parties listed therein.
9
"SALE TRANSACTION" shall mean (a) (i) the merger or
consolidation of the Company into or with one or more Persons, (ii) the
merger or consolidation of one or more Persons into or with the Company or (iii)
a tender offer or other business combination if, in the case of (i), (ii) or
(iii), the stockholders of the Company prior to such merger or consolidation do
not retain at least a majority of the voting power of the surviving Person or
(b) the voluntary sale, conveyance, exchange or transfer to another Person of
(i) the voting Capital Stock of the Company if, after such sale,
conveyance, exchange or transfer, the stockholders of the Company prior to such
sale, conveyance, exchange or transfer do not retain at least a majority of the
voting power of the Company or (ii) all or substantially all of the
assets of the Company.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
and the rules and regulations of the Securities and Exchange Commission
thereunder.
"SPIN-OFF ENTITY" has the meaning set forth in Section 5.7 of
this Warrant.
"TRANSACTION" has the meaning set forth in Section 5.7
of this Warrant.
"TRANSFER" has the meaning set forth on the cover of this
Warrant.
"WARRANT SHARE NUMBER" has the meaning set forth in Section
5.1 of this Warrant.
"WARRANT SHARES" has the meaning set forth in the first
paragraph of this Warrant.
"WARRANTHOLDER" has the meaning set forth in the first
paragraph of this Warrant.
10. MISCELLANEOUS.
10.1. ENTIRE AGREEMENT. This Warrant (together with the
Purchase Agreement) constitutes the entire agreement between the Company and the
Warrantholder with respect to the Warrant and supersedes all prior agreements
and understanding with respects to the subject matter of this Warrant.
10.2. BINDING EFFECT; BENEFITS. This Warrant shall inure to
the benefit of and shall be binding upon the Company and the Warrantholder and
their respective permitted successors and assigns. Nothing in this Warrant,
expressed or implied, is intended to or shall confer on any person other than
the Company and the Warrantholder, or their respective permitted successors or
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Warrant.
10.3. HEADINGS. The headings in this Warrant are for
convenience of reference only and shall not limit or otherwise affect the
meaning of this Warrant.
10
10.4. NOTICES. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified firstclass mail, return receipt requested, telecopier,
courier service or personal delivery:
(a) if to the Company:
ProxyMed, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Executive Officer
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, In-House Counsel
with a copy to:
Holland & Knight LLP
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
(b) if to the Warrantholder:
c/o
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Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
with a copy to:
▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.
All such notices, demands and other communications shall be
deemed to have been duly given when delivered by hand, if personally delivered;
when delivered by courier, if delivered by commercial courier service; five (5)
Business Days after being deposited in the mail, postage prepaid, if mailed; and
when receipt is mechanically acknowledged, if telecopied. Any party may by
notice given in accordance with this Section 10.4 designate another address or
Person for receipt of notices hereunder.
11
10.5. SEVERABILITY. Any term or provision of this Warrant
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the terms and
provisions of this Warrant or affecting the validity or enforceability of any of
the terms or provisions of this Warrant in any other jurisdiction.
10.6. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO
THE CONFLICTS OF LAW PRINCIPLES THEREOF.
10.7. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. Nothing
contained in this Warrant shall be determined as conferring upon the
Warrantholder any rights as a stockholder of the Company or as imposing any
liabilities on the Warrantholder to purchase any securities whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.
[Remainder of this page intentionally left blank]
12
IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officer.
PROXYMED, INC.
By:
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: EVP & Chief Financial Officer
Dated: April 5, 2002
Exhibit A
EXERCISE FORM
(To be executed upon exercise of this Warrant)
The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant, to purchase [________] shares of Common
Stock and herewith tenders payment for such shares to the order of the Company
in the amount of $[______] in accordance with the terms of this Warrant. The
undersigned requests that a certificate for such Warrant Shares be registered in
the name of the undersigned and that such certificates be delivered to the
undersigned's address below.
The undersigned represents that it is acquiring such shares
for its own account for investment and not with a view to or for sale in
connection with any distribution thereof (subject, however, to any requirement
of law that the disposition thereof shall at all times be within its control).
Dated:
Signature
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(Print Name)
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(Street Address)
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(City) (State) (Zip Code)