Exhibit 10.3
FORM OF WARRANT
WARRANT NO.
THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES LAWS. THE WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN
REGISTERED UNDER THOSE LAWS OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH DISPOSITION IS IN
COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
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Right to Purchase
Shares |
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of
Common Stock of Tri-Isthmus Group, Inc. |
TRI-ISTHMUS GROUP, INC.
Common Stock Purchase Warrant
TRI-ISTHMUS
GROUP, INC., a Delaware corporation (the “ Company
”), hereby certifies that, for value received, Waveland
Capital Partners, LLC, a Delaware limited liability company (the
“ Holder ”), located at 19800 MacArthur Blvd.,
Suite 650, Irvine California 92612, is entitled, subject to
the terms set forth below, to purchase from the Company at any time
on or before 5:00 p.m., Pacific Daylight Time, on Match 31,
2013 (the “ Expiration Date ”)
(
) fully paid and nonassessable shares of common stock of the
Company, par value $0.01 per share (the “ Common Stock
”), at a purchase price per share equal to the Purchase
Price, as defined herein. The number of such shares of Common Stock
and the Purchase Price are subject to adjustment as provided in
this Warrant. The initial purchase price for shares subject to this
Warrant will be 50/100 Dollars ($0.50) per share (the “
Initial Purchase Price ”), and will be adjusted from
time to time as provided herein. The Initial Purchase Price or, if
such price has been adjusted, the price per share of Common Stock
as last adjusted pursuant to the terms hereof is referred to as the
“ Purchase Price ” herein.
1. Exercise of Warrant . Holder may at any
time beginning on the effective date of this Warrant and continuing
until the Expiration Date (the “ Exercise Period
”), exercise in whole or in part the purchase rights
evidenced by this Warrant. Such exercise shall be effected
by:
(a) the
surrender of this Warrant, together with a duly executed copy of
the form of subscription attached hereto, to the Secretary of the
Company at its principal offices;
(b) the
payment to the Company, by cash, certified or cashier’s check
payable to Company’s order or wire transfer to the
Company’s account, of an amount
equal to the
aggregate Warrant Price for the number of shares of Common Stock
for which the purchase rights hereunder are being exercised.
Alternatively if then permitted under applicable securities laws,
Holder may exercise this Warrant by delivering to the Company: a
properly executed notice of exercise together with a copy of
irrevocable instructions (“Broker Instructions”) to a
NASD-member securities broker to promptly deliver to the Company
cash or a check payable to the Company in the full amount of the
Warrant Price for the total number of shares of Common Stock being
purchased against the Company’s delivery of the shares of
Common Stock for which this Warrant is exercised (if the Holder and
the securities broker comply with such procedures and enter into
such agreements of indemnity and other agreements as the Company
may reasonably prescribe as a condition of that payment procedure);
and
(c) the
delivery to the Company, if necessary in the discretion of counsel
for the Company, to assure compliance with the Securities Act of
1933, as amended (the “ Securities Act ”), and
applicable state securities laws, of an instrument executed by
holder certifying that the shares of Common Stock are being
purchased solely for the account of Holder and not with a view to
any resale or distribution in violation of the Securities Act or
applicable state securities laws.
2. Delivery of Stock Certificates, etc., on
Exercise . As soon as practicable after the exercise of
this Warrant, the Company will cause to be issued in the name of
and delivered to the Holder hereof a certificate for the number of
fully paid and nonassessable shares of Common Stock (or Other
Securities) to which the Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, cash equal to such fraction multiplied by
the then current fair market value (as reasonably determined by the
Company) of one full share, together with any other stock or other
securities or property (including cash, where applicable) to which
the Holder is entitled upon such exercise. “ Other
Securities ” shall mean any stock (other than Common
Stock) and other securities of the Company or any other person
(corporate or otherwise) which the Holder at any time shall be
entitled to receive, or shall have received, on the exercise of
this Warrant, in lieu of or in addition to Common Stock, or which
at any time shall be issuable or shall have been issued in exchange
for or in replacement of Common Stock or Other Securities pursuant
to Sections 3 or 4.
3. Adjustment .
(a)
Initial Purchase Price; Subsequent Adjustment of Price and
Number of Purchasable Shares . The Initial Purchase Price will
be adjusted from time to time as provided below. Upon each
adjustment of the Purchase Price, the Holder will thereafter be
entitled to purchase, at the Purchase Price resulting from such
adjustment, the number of shares of Common Stock obtained by
multiplying the Purchase Price in effect immediately before such
adjustment by the number of shares of Common Stock purchasable
pursuant to this Warrant immediately before such adjustment and
dividing the product by the Purchase Price resulting from such
adjustment.
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(b)
Adjustment for Stock Splits and Combinations . If the
Company at any time or from time to time after the date of this
Warrant effects a subdivision of the outstanding shares of Common
Stock, by stock split or otherwise, the Purchase Price then in
effect immediately before that subdivision shall be proportionately
decreased; and, conversely, if the Company at any time or from time
to time after the date of this Warrant combines the outstanding
shares of Common Stock, by reverse stock split or otherwise, the
Purchase Price then in effect immediately before that combination
shall be proportionately increased. Any adjustment under this
Section 3(b) shall become effective at the close of business
on the date the subdivision or combination becomes effective.
(c)
Adjustment for Certain Dividends and Distributions . In the
event the Company at any time or from time to time after the date
of this Warrant either makes, or fixes a record date for the
determination of holders of Common Stock entitled to receive, a
dividend or other distribution payable in additional shares of
Common Stock, then and in each such event the Purchase Price then
in effect shall be decreased as of the time of such issuance or, in
the event such a record date is fixed, as of the close of business
on such record date, by multiplying the Purchase Price then in
effect by a fraction (1) the numerator of which is the total
number of shares of Common Stock issued and outstanding immediately
prior to the time of such issuance on the close of business on such
record date, and (2) the denominator of which shall be
(i) the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the
close of business on such record date plus (ii) the number of
shares of Common Stock issuable in payment of such dividend or
distribution; provided , however , that if such
record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the
Purchase Price shall be recomputed accordingly as of the close of
business on such record date or date fixed therefor and thereafter
the Purchase Price shall be adjusted pursuant to this
Section 3(c) as of the time of actual payment of such dividend
or distribution. For purposes of the foregoing formula, “the
total number of shares of Common Stock issued and
outstanding” on a particular date shall include shares of
Common Stock issuable upon conversion of stock or securities
convertible into Common Stock and the exercise of warrants, options
or rights for the purchase of Common Stock which are outstanding on
such date.
(d)
Adjustments for Other Dividends and Distributions . In the
event the Company at any time or from time to time after the date
of this Warrant makes, or fixes a record date for the determination
of holders of Common Stock entitled to receive, a dividend or other
distribution payable in securities of the Company other than shares
of Common Stock, then and in each such event, provision shall be
made so that the Holder shall receive upon exercise hereof, in
addition to the number of shares of Common Stock receivable
thereupon, the amount and kind of securities of the Company which
it would have received had this Warrant been exercised for Common
Stock as of the date of such event and had it thereafter, during
the period from the date of such event to and including the date of
exercise, retained such securities receivable by it as aforesaid
during such period, subject to all other adjustments called for
during such period under this Section 3 with respect to the
rights of the Holder.
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(e)
Adjustment for Recapitalization, Reclassification, or
Exchange . If the Common Stock issuable upon the exercise of
this Warrant is changed into the same or a different number of
shares of any class or classes of stock of the Company, whether by
recapitalization, reclassification or other exchange (other than a
subdivision or combination of shares, or a stock dividend or a
reorganization, merger, consolidation or sale of assets, provided
for elsewhere in this Section 3), then and in any such event
the Holder shall have the right thereafter to exercise this Warrant
to purchase the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or
other exchange by holders of the number of shares of Common Stock
which migh
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