COMMON STOCK PURCHASE
WARRANT
CONSOLIDATED MEDICAL MANAGEMENT,
INC.
A Montana corporation
THIS WARRANT
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ ACT ”), OR ANY APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE OR
TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND
APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
For certain
good and valuable consideration, the receipt of which is hereby
acknowledged, Consolidated Medical Management, Inc. a Montana
corporation (the “ Company ”), hereby
grants to Timothy G. Byrd, Sr. the right to purchase, for five (5)
years from the date of this Warrant, up to twelve million
(12,000,000) fully paid and non-assessable shares of the
Company’s Common Stock, par value $0.0001 per share (the
“ Common Stock ”).
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Exercise
of Warrant. The
purchase rights represented by this Warrant are exercisable at the
option of the holder thereof (“ Holder
”), in whole or in part during any period in which this
Warrant may be exercised as set forth above. This common stock
purchase warrant (the “ Warrant ”) is
exercisable at a price of $0.03 per share (subject to adjustment as
provided below) payable in cash or by certified or official bank
check in New York Clearing House funds, subject to adjustment as
provided in Section 5 hereof. Upon surrender of this Warrant with
the Purchase Price (as hereinafter defined) for the shares of
Common Stock purchased, at the Company’s principal executive
offices (presently located at 2500 City West Boulevard, Suite 300,
Houston, Texas 77042), Holder shall be entitled to receive a
certificate or certificates for the shares of Common Stock so
purchased.
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Issuance
of Stock Certificates. Upon receipt of the Purchase Price and a request
to exercise this Warrant properly directed to the Company’s
Secretary, certificates for the Common Stock shall be issued in the
name of, or in such names as may be directed by, the Holder;
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 issuance and delivery of such certificate in a name other than
that of the holder and the Company shall not be required to issue
or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of
the Company that such tax has been paid.
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Restriction on Transfer of
Warrant. The holder
of this Warrant, by his acceptance hereof, covenants, and agrees
that this Warrant can be pledged or hypothecated, but it cannot be
sold, transferred, or assigned other than in connection with such
hypothecation, unless a registration statement is filed under the
Securities Act of 1933 and any applicable state securities
laws.
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Price. The initial purchase price shall be $0.03 per
share of Common Stock. The adjusted purchase price shall result
from time to time from any and all adjustments of the initial
purchase price in accordance with the provisions of Article 5
hereof. The term “ Purchase Price ”
herein shall mean the initial purchase price or the adjusted
purchase price, as the context may require.
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Adjustments of Purchase Price and Number of
Shares.
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Subdivision and Combination.
In case the Company shall at any
time subdivide or combine the outstanding shares of Common Stock,
the Purchase Price shall forthwith be proportionately decreased in
the case of subdivision or increased in the case of
combination.
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Reclassification, Consolidation, Merger,
Etc. In case of any
reclassification or change of the outstanding shares of Common
Stock (other than a change in par value to no par value, or from no
par value to par value, or as a result of a subdivision or
combination), or in the case of any consolidation of the Company
with, or merger of the Company into, another corporation (other
than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any
reclassification or change of the outstanding shares of Common
Stock, except a change as a result of a subdivision or combination
of such shares or a change in par value, as aforesaid), or in the
case of a sale or conveyance to another corporation of the property
of the Company as an entirety, the holder of this Warrant shall
thereafter have the
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