Exhibit 10.1
THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE
ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED.
WARRANT TO PURCHASE
SHARES OF SERIES D PREFERRED
STOCK
OF
COMPREHENSIVE CARE
CORPORATION
Expires March 31, 2012
Number of Shares:
Date of Issuance: March 31,
2009
FOR VALUE RECEIVED, the undersigned,
Comprehensive Care Corporation, a Delaware corporation (together
with its successors and assigns, the “ Issuer
”), hereby certifies that
is entitled to subscribe for and purchase, during the Term (as
hereinafter defined), up to
shares (subject to adjustment as hereinafter provided) of the duly
authorized, validly issued, fully paid and non-assessable Series D
Preferred Stock of the Issuer, par value $50.00 per share (the
“ Series D Preferred Stock ”), at an exercise
price per share equal to the Warrant Price then in effect, subject,
however, to the provisions and upon the terms and conditions
hereinafter set forth.
1. Term . The term of this
Warrant shall commence on March 31, 2009 and shall expire at
6:00 p.m., eastern time, on March 31, 2012 (such period being
the “ Term ”).
2. Method of Exercise; Payment;
Issuance of New Warrant; Transfer and Exchange .
(a) Time of Exercise . The
purchase rights represented by this Warrant may be exercised in
whole or in part during the Term beginning on the date of issuance
hereof.
(b) Method of Exercise The
Holder hereof may exercise this Warrant, in whole or in part, by
the surrender of this Warrant (with the exercise form attached in
Appendix A hereto duly executed) at the principal office of the
Issuer, and by the payment to the Issuer of an amount of
consideration therefore equal to the Warrant Price in effect on the
date of such exercise multiplied by the number of
-1-
shares of Warrant Stock with respect to which
this Warrant is then being exercised, payable at such
Holder’s election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer,
(ii) by “cashless exercise” in accordance with the
provisions of subsection (c) of this Section 2, or
(iii) when permitted by clause (ii), by a combination of the
foregoing methods of payment selected by the Holder of this
Warrant.
(c) Cashless Exercise .
Notwithstanding any provisions herein to the contrary and
commencing six-months following the Original Issue Date if the Per
Share Market Value of one share of Series D Preferred Stock is
greater than the Warrant Price (at the date of calculation as set
forth below), in lieu of exercising this Warrant by payment of
cash, the Holder may exercise this Warrant by a cashless exercise
and shall receive the number of shares of Series D Preferred Stock
equal to an amount (as determined below) by surrender of this
Warrant at the principal office of the Issuer together with the
properly endorsed Notice of Exercise in which event the Issuer
shall issue to the Holder a number of shares of Series D Preferred
Stock computed using the following formula:
