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EXHIBIT 4.6
[EXECUTION COPY]
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE BEEN
REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR
SALE, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
QUALITY CARE SOLUTIONS, INC.
(A NEVADA CORPORATION)
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
No. 1999-1
THIS CERTIFIES THAT, for value received, Aztore Holdings, Inc. or
registered assigns (hereinafter, the "Holder"), is entitled to purchase, subject
to the conditions set forth below, at any time or from time to time during the
Exercise Period (as defined below), 450,000 shares (the "Shares") of fully paid
and nonassessable Common Stock, $0.01 par value (the "Common Stock"), of QUALITY
CARE SOLUTIONS, INC., a Nevada corporation (the "Company"), or such other number
of Shares as equals the aggregate amount of all "Advances" made by Holder to the
Company pursuant to the terms of, and as defined in, that certain Convertible
Note of even date herewith executed by the Company in favor of Holder,
multiplied by 50%, at the per share purchase price (the "Warrant Price") set
forth in subsection 1.1, subject to the further provisions of this Warrant. The
term "Warrants" as used herein shall mean this Warrant and all instruments
issued by the Company which are substantially identical to this Warrant (except
for the name of the Holder and the number of securities purchasable by the
Holder).
1. EXERCISE OF WARRANT
The terms and conditions upon which this Warrant may be exercised, and the
Common Stock covered hereby may be purchased, are as follows:
1.1 WARRANT PRICE. The Warrant Price shall be One Dollar and 25/100
($1.25) per Share, subject to adjustment as provided in Section 4, below.
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1.2 Method of Exercise. The Holder of this Warrant, may at any time prior
to September 1, 2004, (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 the 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 certified check or bank draft
payable to its order, of an amount equal to the aggregate Warrant Price for
the number of Shares for which the purchase rights hereunder are being
exercised; and
(c) the delivery to the Company, if necessary, to assure compliance
with federal and state securities laws, of an instrument executed by the
Holder certifying that the Shares are being acquired for the sole account
of the Holder and not with a view to any resale or distribution.
1.3 Satisfaction with Requirements of Securities Act of 1933.
Notwithstanding the provisions of subsection 1.2(c) and Section 7, each and
every exercise of this Warrant is contingent upon the Company's satisfaction
that the issuance of Common Stock upon the exercise is exempt from the
requirements of the Securities Act and all applicable state securities laws. The
Holder of this Warrant agrees to execute any and all documents deemed necessary
by the Company to effect the exercise of this Warrant.
1.4 Issuance of Shares and New Warrant. In the event the purchase rights
evidenced by this Warrant are exercised in whole or in part, one or more
certificates for the purchased Shares shall be issued as soon as practicable
thereafter to the person exercising such rights. Such Holder shall also be
issued at such time a new Warrant representing the number of Shares (if any) for
which the purchase rights under this Warrant remain unexercised and continuing
in force and effect.
2 TRANSFERS
2.1 Restrictions on Transfers. Neither this Warrant nor the Shares of
Common Stock may be disposed of, directly or indirectly, except in accordance
with the provisions of the Securities Act and the provisions of any applicable
state securities laws and the rules and regulations thereunder.
2.2 Registered Holder. The Holder agrees that until such time as any
permitted transfer of this Warrant is recorded on the books of the Company, the
Company may treat the registered Holder of this Warrant as the absolute owner.
2.3 Form of New Warrants. All Warrants issued in connection with
transfers of this Warrant shall bear the same date as this Warrant and shall be
substantially identical in form and provision to this Warrant, with the
possible exception of the number of Shares purchasable thereunder.
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3. FRACTIONAL SHARES
Notwithstanding that the number of Shares purchasable upon the exercise of
this Warrant may have been adjusted pursuant to the terms hereof, the Company
shall nonetheless not be required to issue fractions of Shares upon exercise of
this Warrant or to distribute certificates that evidence fractional shares nor
shall the Company be required to make any cash payments in lieu thereof upon
exercise of this Warrant. If a fractional Share shall result from adjustments
in the number of Shares purchasable hereunder, the number of Shares purchasable
hereunder shall, on an aggregate basis taking into account all adjustments
hereunder, be rounded down to the next whole number.
4. ANTIDILUTION PROVISIONS
The provisions of this Section 4 shall apply in the event that any of the
events described in this Section 4 shall occur with respect to the Common Stock
of the Company at any time on or after the original issuance date of this
Warrant.
4.1 Stock Splits and Combinations. If the Company shall at any time
subdivide or combine its outstanding shares of Common Stock, this Warrant
shall, after that subdivision or combination, evidence the right to purchase
the number of shares of Common Stock that would have been issuable as a result
of that change with respect to the Shares of Common Stock which were
purchasable under this Warrant immediately before that subdivision or
combination. If the Company shall at any time subdivide the outstanding shares
of Common Stock, the Warrant Price then in effect immediately before that
subdivision shall be proportionately decreased, and, if the Company shall at
any time combine the outstanding shares of Common Stock, the Warrant Price then
in effect immediately before that combination shall be proportionately
increased. Any adjustment under this section shall become effective at the
close of business on the date the subdivision or combination becomes effective.
4.2 Reclassification, Exchange and Substitution. If the Common Stock
issuable upon exercise of this Warrant shall be changed into the same or a
different number of shares of any other class or classes of stock, whether by
capital reorganization, reclassification, or other otherwise (other than a
subdivision or combination of shares provided for above), the Holder of this
Warrant shall, on its exercise, be entitled to purchase for the same aggregate
consideration, in lieu of the Common Stock which the Holder would have become
entitled to purchase but for such change, a number of shares of such other
class or classes of stock equivalent to the number of shares of Common Stock
that would have been subject to purchase by the Holder on exercise of this
Warrant immediately before that change.
4.3 Reorganizations, Mergers, Consolidations or Sale of Assets. If at any
time there shall be a capital reorganization of the Company's Common Stock
(other than a combination, reclassification, exchange, or subdivision of shares
provided for elsewhere above) or merger or consolidation of the Company with or
into another corporation, or the sale of the Company's properties and assets
as, or substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation or sale, lawful provision shall be
made so that the Holder of this Warrant shall thereafter be entitled to receive
upon exercise of this Warrant, during the period
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specified in this Warrant and upon payment of the Warrant Price then in effect,
the number of shares of Common Stock or other securities or property of the
Company, or of the successor corporation resulting from such merger or
consolidation, to which a holder of the Common Stock deliverable upon exercise
of this Warrant would have been entitled in such capital reorganization,
merger, or consolidation or sale if this Warrant had been exercised immediately
before that capital reorganization, merger, consolidation, or sale. In any such
case, appropriate adjustment (as determined in good faith by the Company's
Board of Directors) shall be made in the application of the provisions of this
Warrant with respect to the rights and interests of the Holder of this Warrant
after the reorganization, merger, consolidation, or sale to the end that the
provisions of this Warrant (including adjustment of the Warrant Price then in
effect and number of Shares purchasable upon exercise of this Warrant) shall be
applicable after that event, as near as reasonably may be, in relation to any
shares or other property deliverable after that event upon exercise of this
Warrant. The Company shall, within five business days after making such
adjustment, give written notice (by first class mail, postage prepaid) to the
registered Holder of this Warrant at the address of that Holder shown on the
Company's books. That notice shall set forth, in reasonable detail, the event
requiring the adjustment and the method by which the adjustment was calculated
and specify the Warrant Price then in effect after the adjustment and the
increased or decreased number of Shares purchasable upon exercise of this
Warrant. When appropriate, that notice may be given in advance and included as
part of the notice required under other provisions of this Warrant.
4.4 Common Stock Dividends; Distributions. In the event the Company
should at any time prior to the expiration of this Warrant fix a record date
for the determination of the holders of Common Stock entitled to receive a
dividend or other distribution payable in additional shares of Common Stock or
other securities or rights convertible into or entitling the holder thereof to
receive, directly or indirectly, additional shares of Common Stock (hereinafter
referred to as the "Common Stock Equivalents") without payment of any
consideration by such holder for the additional shares of Common Stock or
Common Stock Equivalents (including the additional shares of Common Stock
issuable upon conversion or exercise thereof), then, as of such record date (or
the date of such distribution, split or subdivision if no record date is
fixed), the Warrant Price shall be appropriately decreased and the number of
shares of Common Stock issuable upon exercise of the Warrant shall be
appropriately increased in proportion to such increase of outstanding shares.
4.5 Adjustments on Other Distributions. In the event the Company shall
declare a distribution payable in securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding cash
dividends) or options or rights not referred to in subsection 4.4, then, in
each such case for the purpose of this subsection 4.5, upon exercise of this
Warrant the Holder hereof shall be entitled to a proportionate share of any
such distribution as though such Holder was the holder of the number of shares
of Common Stock of the Company into which this Warrant may be exercised as of
the record date fixed for the determination of the holders of Common Stock of
the Company entitled to receive such distribution.
4.6 Adjustment Upon Dilutive Issuance.
(a) Issuances Below Warrant Price. Except as provided in
Section 4.6(c) below, in the event the Company shall issue additional shares
of Common Stock or securities or options convertible into shares of Common
Stock without consideration or for a
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consideration per share of Common Stock (on an as-converted to Common Stock
basis, if applicable) less than the effective Warrant Price in effect on the
date of and immediately prior to such issuance, then, and in each such event,
such Warrant Price shall be reduced concurrently with such issue to the Warrant
Price determined as follows: (i) the number of shares of Common Stock
outstanding immediately prior to the issuance that results in the adjustment,
(ii) shall be multiplied by such Warrant Price in effect immediately prior to
such issuance, (iii) to the result of (ii) shall be added the actual
consideration received for the additional shares of Common Stock, (iv) the
resulting total shall be divided by the sum of (A) the number of shares of
Common Stock outstanding immediately prior to the issuance that results in the
adjustment and (B) the number of additional shares of Common Stock resulting in
the adjustment. If the quotient thus obtained is less than the Warrant Price
then in effect, such quotient shall be the adjusted Warrant Price until further
adjusted as provided herein.
(b) Determination of Consideration. For purposes of Section
4.6(a) above, the consideration received by the Company for the issuance of any
additional shares of Common Stock shall be computed as follows:
(i) Such consideration shall:
(A) insofar as it consists of cash, be computed at the aggregate
amount of cash received by the Company excluding amounts paid or
payable for accrued interest or accrued dividends;
(B) insofar as it consists of property other than cash, be
computed at the fair value thereof at the time of such issue, as
determined in good faith by the Board; and
(C) in the event additional shares of Common Stock are issued
together with other shares of securities or other assets of the
Company for consideration which covers both, be the proportion of
such consideration so received, computed as provided in (A) and (B)
above, as determined in good faith by the Board.
(ii) For the purpose of computing the initial adjustment of the
Warrant Price in the event the Company issues securities or options convertible
into Common Stock, the consideration per share received by the Company for such
securities or options shall be determined by dividing:
(A) the total amount, if any, received or receivable by the
Company as consideration for the issue of such securities or options,
plus the minimum aggregate amount of additional consideration payable
to the Company upon the exercise or the conversion or exchange of such
securities or options, or in the case of options for convertible
securities, the exercise of such options for convertible securities
and the conversion or exchange of such convertible securities, by
(B) the maximum number of shares of Common Stock issuable upon
the exercise of or the conversion or exchange of such options or
securities.
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Any commission, fees, costs or other expenses related to the issuance of any
additional shares of Common Stock or securities or options convertible into
shares of Common Stock shall be included in the consideration received by the
Company.
(c) Exceptions. The foregoing provisions of this Section 4.6
notwithstanding, no adjustment to the Warrant Price shall be made upon the
issuance of (i) up to 4,500,000 shares of Common Stock or options therefor
issued or reserved for issuance to employees, directors, consultants or advisors
of the Company pursuant to stock purchase, stock option or other agreements
approved by the Board since the Company's inception, (ii) any Common Stock or
other securities or options issued or issuable with approval of Holder, (iii)
the issuance of Common Stock upon conversion of the Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and any Series D Preferred
Stock that may be issued, (iv) Common Stock underlying other options or
convertible securities as to which an adjustment to the Warrant Price has been
made pursuant to Section 4.6(a) or (v) up to 585,844 shares of Common Stock
issued upon exercise of warrants outstanding as of the date hereof.
4.7 Certificate as to Adjustments. In the case of each adjustment
or readjustment of the Warrant Price pursuant to this Section 4, the Company
will promptly compute such adjustment or readjustment in accordance with the
terms hereof and cause a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based, to be delivered to the Holder of this Warrant. The
Company will, upon the written request at any time of the Holder of this
Warrant, furnish or cause to be furnished to such Holder a certificate setting
forth:
(a) Such adjustments and readjustments:
(b) The purchase price at the time in effect; and
(c) The number of shares of Common Stock issuable upon
exercise of the Warrant and the amount, if any, of other property
at the time receivable upon the exercise of the Warrant.
4.8 Reservation of Stock Issuable Upon Exercise. The Company
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the exercise of this
Warrant such number of its shares of Common Stock as shall from time to time be
sufficient to effect the exercise of this Warrant and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to
effect the exercise of this Warrant, in addition to such other remedies as shall
be available to the Holder of this Warrant, the Company will use its best
efforts to take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purposes.
5. RIGHTS PRIOR TO EXERCISE OF WARRANT
This Warrant does not entitle the Holder to any of the rights of a
stockholder of the Company, including without limitation, the right to receive
dividends or other distributions, to
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exercise any preemptive rights, to vote, or to consent or to receive notice as
a stockholder of the Company. If, however, at any time prior to the expiration
of this Warrant and prior to its exercise, any of the following events shall
occur:
(a) the Company shall declare any dividend payable in any securities
upon its shares of Common Stock or make any distribution (other than a
regular cash dividend) to the holders of its shares of Common Stock; or
(b) the Company shall offer to the holders of its shares of Common
Stock any additional shares of Common Stock or securities convertible into
or exchangeable for shares of Common Stock or any right to subscribe for or
purchase any thereof; or
(c) a dissolution, liquidation or winding up of the Company (other
than in connection with a consolidation, merger, sale, transfer or lease of
all or substantially all of its property, assets, and business as an
entirety) shall be proposed and action by the Company with respect thereto
has been approved by the Company's Board of Directors;
then in any one or more of said events the Company shall give notice in writing
of such event to the Holder at his last address as it shall appear on the
Company's records at least fifteen (15) days prior to the date fixed as a
record date or the date of closing the transfer books for the determination of
the stockholders entitled to such dividends, distribution, or subscription
rights, or for the determination of stockholders entitled to vote on such
proposed dissolution, liquidation or winding up. Such notice shall specify such
record date or the date of closing the transfer books, as the case may be.
Failure to publish, mail or receive such notice or any defect therein or in the
publication or mailing thereof shall not affect the validity of any action
taken in connection with such dividend, distribution or subscription rights, or
such proposed dissolution, liquidation or winding up. Each person in whose name
any certificate for Shares is to be issued shall for all purposes be deemed to
have become the holder of record of such Shares on the date on which this
instrument was surrendered and payment of the Warrant Price was made,
irrespective of the date of delivery of such stock certificate, except that, if
the date of such surrender and payment is a date when the stock transfer books
of the Company are closed, such person shall be deemed to have become the
holder of such Shares at the close of business on the next succeeding date on
which the stock transfer books are open.
6. REGISTRATION RIGHTS
(a) If at any time (provided that Holder continues to hold this Warrant
or any of the Shares) the Company shall determine to register any of its
securities under the Securities Act in connection with a public offering solely
for cash, whether such offering shall be for the benefit of one or more
shareholders of the Company, the Company or any combination of the foregoing,
the Company will:
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(i) promptly give to Holder written notice thereof (which shall
include a list of the jurisdictions in which the Company intends to attempt
to qualify such securities under the applicable blue sky or other state
securities laws); and
(ii) include in such registration (an "Incidental Registration"), and
any related qualification under blue sky laws, and in any underwriting
involved therein, all Shares acquired by Holder pursuant to the exercise of
this Warrant (collectively, the "Registrable Securities") specified in a
written request made by Holder within 30 days after receipt of such written
notice from the Company, except as set forth in Section 6(b).
(b) If the Incidental Registration of which the Company gives notice is for
a registered public offering involving an underwriting, the Company shall so
advise Holder pursuant to the written notice given pursuant to Section 6(a)(i).
In such event, the right of Holder to registration pursuant to this Section 6
shall be conditioned upon Holder's participation in such underwriting and the
inclusion of Holder's Registrable Securities in the underwriting to the extent
provided herein. Holder, together with the Company and the other parties
distributing their securities through such underwriting, shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 6, if the managing underwriter determines that
marketing factors require a limitation of the number of shares or type of
securities to be underwritten, the managing underwriter may limit the number of
Registrable Securities to be included in such registration (i) in the case of
the Company's initial public offering, to zero, and (ii) in the case of any
other offering, to an amount no less than 30% of all shares to be included in
such offering, provided that if other selling shareholders who are employees,
officers, directors or other affiliates of the Company have requested
registration of securities in the proposed offering, the Company will reduce or
eliminate such other selling shareholders' securities before any reduction or
elimination of Registrable Securities to be included in such registration. The
Company shall so advise all Holders requesting to be included in the
registration and underwriting and the number of shares of Registrable Securities
that may be included in the registration and underwriting shall be allocated
among all the Holders requesting to be included in the registration and
underwriting in proportion, as nearly as practicable, to the respective amounts
of Registrable Securities held by them at the time of filing the registration
statement. To facilitate the allocation of shares in accordance with the above
provisions, the Company or the underwriters may round the number of shares
allocated to any Holder to the nearest 100 shares. In the event that the number
of Holder's shares to be included in an Incidental Registration is limited by
the managing underwriter as provided herein, such excluded shares shall remain
subject to this Section 6 and may be included in subsequent Incidental
Registration in accordance with the provisions hereof. If Holder disapproves of
the terms of the underwriting, it may elect to withdraw therefrom by written
notice to the Company and the managing underwriter. The Registrable Securities
so withdrawn shall also be withdrawn from registration. Any securities excluded
or withdrawn from such underwriting shall be withdrawn from such registration,
but the Holder shall continue to be bound by Section 6(c) hereof and such
Registrable Securities shall not be transferred in a public distribution prior
to ninety (90) days after the effective date of such registration statement, or
such other period of time as the underwriters may require, but in no event shall
such period exceed one hundred and eighty (180) days.
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(c) Holder shall furnish in writing to the Company such information
regarding Holder and the distribution proposed by Holder as the Company may
reasonably request in writing and as shall be reasonably required in connection
with any registration or qualification referred to in this Section 6.
(d) All Registration Expenses incurred in connection with any
registration, qualification or compliance with this Section 6 (other than
Selling Expenses, which shall be borne by Holder) shall be borne by the
Company. As used herein, "Registration Expenses" shall mean all expenses,
except Selling Expenses, incurred by the Company in complying with this Section
6, including, without limitation, all registration, qualification and filing
fees, printing expenses, escrow fees, fees and disbursements of legal counsel
and accountants for the Company, blue sky fees and expenses, and the expense of
any special audits incident to or required by any such registration (but
excluding the compensation of regular employees of the Company which shall be
paid in any event by the Company). As used herein "Selling Expenses" shall mean
all underwriting fees, discounts, selling commissions and stock transfer taxes
applicable to the Registrable Securities registered by Holder.
(e) Notwithstanding any provision of this Section 6 to the contrary,
Holder hereby acknowledges that the registration rights granted herein shall at
all times be entirely inferior and subordinate to those granted pursuant to the
Shareholder Rights Agreement dated as of May 29, 1998 by and among the Company
and the holders of its capital stock and other securities identified therein.
To the extent the provisions of this Agreement are not specifically in conflict
with those of the Company's Shareholder Rights Agreement dated as of May 29,
1998 (the "Rights Agreement"), the registration procedures set forth in Section
5 of the Rights Agreement are incorporated herein by reference.
(f) Subject to Section 6(e) above, Holder shall have the right to one
demand registration in accordance with the terms and subject to the provisions
of Section 5(a)(1) of the Rights Agreement.
7. SUCCESSORS AND ASSIGNS
The terms and provisions of this Warrant shall inure to the benefit of,
and be binding upon, the Company and the holder thereof and their respective
successors and permitted assigns.
8. RESTRICTED SECURITIES
In order to enable the Company to comply with the Securities Act and
applicable state laws, the Company may require the Holder as a condition of the
transfer or exercise of this Warrant, to give written assurance satisfactory to
the Company that the Warrant, or in the case of an exercise hereof the Shares
subject to this Warrant, are being acquired for his own account, for investment
only, with no view to the distribution of the same, and that any disposition of
all or any portion of this Warrant or the Shares issuable upon the due exercise
of this Warrant shall not be made, unless and until:
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(a) There is then in effect a registration statement under
the Securities Act covering such proposed disposition and such
disposition is made in accordance with such registration
statement; or
(b) (i) The Holder has notified the Company of the
proposed disposition and shall have furnished the Company with a
detailed statement of the circumstances surrounding the proposed
disposition, and (ii) the Holder has furnished the Company with
an opinion of counsel, reasonably satisfactory to the Company,
that such disposition will not require registration of such
securities under the Securities Act and applicable state law.
The Holder acknowledges that this Warrant is, and each of the shares of
Common Stock issuable upon the due exercise hereof will be, a restricted
security, that he understands the provisions of Rule 144 of the Securities and
Exchange Commission, and that the certificate or certificates evidencing such
shares of Common Stock will bear a legend substantially similar to the
following:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended, or under the securities laws of any
state. They may not be sold, transferred or otherwise disposed of in the
absence of an effective registration statement covering these securities
under the said Act or laws, or an opinion of counsel satisfactory to the
Company and its counsel that registration is not required thereunder."
9. LOSS OR MUTILATION
Upon receipt by the Company of satisfactory evidence of the ownership of
and the loss, theft, destruction, or mutilation of any Warrant, and (i) in the
case of loss, theft, or destruction, upon receipt by the Company of indemnity
satisfactory to it, or (ii) in the case of mutilation, upon receipt of such
Warrant and upon surrender and cancellation of such Warrant, the Company shall
execute and deliver in lieu thereof a new Warrant representing the right to
purchase an equal number of shares of Common Stock.
10. NOTICES
All notices, requests, demands and other communications under this Warrant
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or on
the date of mailing if mailed to the party to whom notice is to be given, by
first class mail, registered or certified, postage prepaid, and properly
addressed as follows: if to the Holder, at his address as shown in the Company
records; and if to the Company, at its principal office. Any party may change
its address for the purposes of this subsection by giving the other party
written notice of the new address in the manner set forth above.
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11. GOVERNING LAW AND SUBMISSION TO JURISDICTION
The rights and obligations of the parties hereto shall be construed and
enforced in accordance with and governed by the internal laws (and not the
conflict of laws principles) of the State of Arizona. Any action or proceeding
arising out of, relating to or concerning this Warrant, including, without
limitation, any claim of breach of contract, shall be filed in the State and
Federal courts located in Maricopa County, Arizona, which courts shall have
exclusive jurisdiction over the parties hereto and be the exclusive venue for
all such actions or proceedings.
DATED: October 29, 1999.
QUALITY CARE SOLUTIONS, INC.
By: /s/ Robert F. Theilmann
_______________________________
Title: CFO
____________________________
ATTEST:
/s/ illegible signature
___________________________
Secretary
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SUBSCRIPTION
(to be completed and executed upon exercise of Warrant)
QUALITY CARE SOLUTIONS, INC.
5030 East Sunrise Drive
Phoenix, Arizona 85044
Gentlemen:
The undersigned hereby irrevocably elects to purchase, pursuant to the
provisions of the within Warrant held by the undersigned, ________ shares of
Common Stock of Quality Care Solutions, Inc.
Payment of the purchase price per Share required under such Warrant accompanies
this subscription.
The undersigned hereby represents and warrants that the undersigned is
acquiring such stock for the account of the undersigned and not for resale or
with a view to distribution of such Common Stock or any part hereof; that the
undersigned is fully aware of the transfer restrictions affecting restricted
securities under the pertinent securities laws and the undersigned understands
that the shares purchased hereby are restricted securities and that the
certificate or certificates evidencing the same will bear a legend to that
effect.
DATED: ________________ , _____.
Signature: __________________________
Address: ____________________________
_____________________________________
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