EXHIBIT 4.7
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
EITHER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE
STATE SECURITIES LAWS (THE "STATE ACTS") , AND SHALL NOT BE SOLD, PLEDGED,
HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
CONSIDERATION) BY THE HOLDER EXCEPT BY REGISTRATION OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UPON THE ISSUANCE TO THE ISSUER OF A FAVORABLE OPINION OF
COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT
THAT ANY SUCH TRANSFER SHALL NOT BE A VIOLATION OF THE 1933 ACT AND THE STATE
ACTS.
New York, N.Y.
July 17, 1998
WARRANT
to Purchase
1,250,000
Shares
of
Common Stock (par value $0.01 per share)
of
MEDE AMERICA CORPORATION
at a price per share equal to the Warrant Price (as defined herein)
MEDE AMERICA CORPORATION., a Delaware corporation (the
"Issuer"), certifies that, for value received, MEDIC COMPUTER SYSTEMS, INC., a
North Carolina corporation, or an affiliated entity (collectively, the
"Investor"), is entitled to purchase, until the close of business on the
Termination Date (as defined in Section 1) 1,250,000 shares of common stock, par
value $0.01 per share, of the Issuer (the "Common Stock") at a price per share
equal to the Warrant Price (as defined in Section 1); subject, however, to the
provisions and upon the terms and conditions hereinafter set forth.
1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Investment Agreement, dated as of July 17, 1998, between the Issuer and the
Investor (the "Investment Agreement"). The following terms shall have the
following meanings:
"affiliate" shall have the meaning ascribed to it in
Rule 12b-2 under the Securities Exchange Act of 1934, as
amended.
"Average Market Price" shall mean the average of the
daily reported closing sales prices, regular way, per share of
the Common Stock on the Nasdaq National Market ("Nasdaq"), or
if the Common Stock is not principally traded on Nasdaq, such
other market on which the Common Stock is listed or
principally traded, for the ten (10) days prior to the date of
determination; provided that if the Common Stock is not traded
on any market or exchange, the "Average Market Price" shall
mean the fair market value of the Common Stock as determined
by an independent investment banking firm mutually acceptable
to the Issuer and the Investor, the costs of which
determination shall be borne equally by the Issuer and the
Investor.
"Change of Control" shall have occurred when (a) any
person or group of affiliated persons shall have acquired,
directly or indirectly, beneficial ownership of thirty-five
percent (35%) or more of the then outstanding voting shares or
share equivalents of the Issuer, provided that none of such
persons and no combination of such persons and their
respective affiliates beneficially owns thirty-five percent
(35%) or more of the outstanding voting shares or share
equivalents of the Issuer as of the date of this Warrant; or
(b) any person or group of affiliated persons[2]
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commences a tender offer or an exchange offer for thirty-five
percent (35%) or more of the outstanding voting shares or
share equivalents.
"Final Date" shall mean March 31, 1999.
"IPO" shall mean an initial public offering by the
Issuer of the Common Stock.
"Processing Agreement" shall mean the Transaction
Processing Agreement, dated the date hereof, between the
Issuer and the Investor.
"Termination Date" shall mean (a) in the event that
the IPO has been completed by the Final Date, July 17, 2003,
and (b) in the event that the IPO has not been completed by
the Final Date, July 17, 2005; provided, that in the event
that the Processing Agreement is terminated by the Issuer
pursuant to clause (iv), (vi) or (viii) of Section 18(a)
thereof, then notwithstanding anything to the contrary
contained herein, the "Termination Date" shall be the date of
termination of the Processing Agreement, and thereafter this
Warrant shall be void and of no effect..
"Transaction" shall mean a merger, consolidation,
sale of all or substantially all of the Issuer's assets,
recapitalization of the Common Stock or other similar
transaction, in each case if the previously outstanding Common
Stock is acquired for cash or changed into or exchanged for
different securities of the Issuer or changed into or
exchanged for common stock or other securities of another
corporation or interests in a non-corporate entity or other
property (including cash) or any combination of any of the
foregoing.
"Warrant Price" shall mean (a) in the event that the
IPO has been completed by the Final Date, the price per share
at which the Issuer's shares were sold to the public pursuant
to such IPO, and (b) in the event that the IPO has not been
completed by the Final Date, $8.00, subject in either case to
the adjustments set forth in Section 6 hereof.
2. Exercisability of Warrant. (a) Subject to the terms and
conditions set forth herein, this Warrant may be exercised (i) with respect to
up to 50% of the shares
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of Common Stock subject to this Warrant, at any time on or after July 17, 1999,
and before the Termination Date, and (ii) with respect to the remaining shares
of Common Stock subject to this Warrant, at any time on or after July 17, 2000,
and before the Termination Date, by presentation and surrender of this Warrant
as specified in Section 3 below.
(b) Notwithstanding anything in this Warrant to the
contrary, in the event of a Change of Control, this Warrant shall be immediately
exercisable with respect to all of the shares of Common Stock subject to this
Warrant, and shall be exercisable at any time before the Termination Date;
provided that in the event of a Change of Control specified in clause (b) of the
definition of "Change of Control," if the tender or exchange offer is not
consummated, the Issuer and the Investor will take such action that is
reasonably necessary (including, without limitation, refunding to the Investor
an amount equal to the payment made pursuant to Section 3(a)(i)) to exchange the
shares of Common Stock issued upon exercise of the Warrant pursuant to this
Section 2(b) for a warrant identical to this Warrant.
3. Method of Exercise; Payment; Issuance of New Warrant.
(a) This Warrant may be exercised by the Investor, in
whole or in part, subject to the provisions of Section 2, by the surrender of
this Warrant, with the form of subscription at the end hereof (or a reasonable
facsimile thereof) (the "Subscription Notice") duly executed by the Investor, to
the Issuer at its principal office, and by (i) the payment to the Issuer of the
then applicable Warrant Price of the Common Stock being purchased or (ii)
notification of Cashless Exercise by the Investor as provided in Section 3(d)
below.
(b) Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on the business
day on which this Warrant shall have been surrendered to the Issuer as provided
in this Section 3, and at such time the Investor shall be deemed to have become
the holder of record thereof.
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(c) In the event of any exercise of the rights
represented by this Warrant, certificates for the shares of Common Stock so
purchased shall be delivered at the Issuer's expense (including the payment by
the Issuer of any applicable issuance taxes) to the Investor within five (5)
business days after the rights represented by this Warrant shall have been so
exercised, and unless this Warrant has expired, a new Warrant of like tenor
representing the number of shares of Common Stock, if any, with respect to which
this Warrant shall not then have been exercised, shall also be issued to the
Investor within such time.
(d) Upon any exercise of this Warrant, the Investor
may, at its option, instruct the Issuer, by appropriate designation in the Form
of Subscription accompanying the surrender of this Warrant at the time of such
exercise, to apply to the payment of the aggregate Warrant Price to be paid upon
such exercise such number of shares of Common Stock otherwise issuable to the
Investor upon such exercise as shall be specified in such Form of Subscription,
in which case an amount equal to the excess of the aggregate Average Market
Price of such specified number of shares of Common Stock on the date of such
exercise over the portion of the aggregate Warrant Price to be paid upon such
exercise which is attributable to such specified number of shares of Common
Stock shall be deemed to have been paid to the Issuer and the number of shares
of Common Stock issuable upon such exercise shall be reduced by such specified
number (a "Cashless Exercise").
4. Stock Fully Paid; Reservation of Shares. The Issuer
covenants and agrees that all shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be duly authorized,
validly issued, fully paid and nonassessable and free from all liens. The Issuer
further covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Issuer will at all times have
authorized, and reserved for the purpose of the issue upon exercise of the
purchase rights evidenced by this Warrant, at least the maximum number of shares
of its Common Stock as are then issuable upon the exercise of the rights
represented by this Warrant. The Issuer further agrees that it will not, by
amendment of its Certificate of Incorporation or through reorganization,
consolidation, merger, dissolution or sale of assets, or by any other voluntary
act, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations or conditions to be observed or performed hereunder by
the Issuer. Without limiting the generality of the foregoing, the Issuer agrees
that before taking any action that would cause an adjustment reducing the
Warrant Price below the then par value of Common Stock issuable upon
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exercise hereof, the Issuer will from time to time take all such action
necessary in order that the Issuer may validly and legally issue fully paid and
nonassessable shares of such Common Stock at the Warrant Price as so adjusted.
5. Fractional Shares. No fractional shares of Common Stock
will be issued in connection with any exercise hereunder, but in lieu of such
fractional shares, the Issuer shall make a cash payment therefor upon the basis
of the Average Market Price of the Common Stock.
6. Antidilution Provisions. The number and price of shares of
Common Stock receivable upon the exercise of this Warrant is subject to
adjustment upon the happening of certain events specified in this Section 6. The
holder of this Warrant shall, upon exercise hereof, be entitled to receive the
number of shares of Common Stock determined by multiplying the number of shares
of Common Stock which would otherwise (but for the provisions of this Section 6)
be issuable upon such exercise by a fraction of which (A) the numerator is the
Warrant Price specified in Section 1 (but without giving effect to any
adjustments) and (B) the denominator is the Warrant Price in effect at the time
of such exercise. The price to be paid for each such share of Common Stock by
the Investor shall be the Warrant Price as adjusted pursuant to this Section 6,
provided that the price paid by the holder for any shares of Common Stock upon
exercise of this Warrant shall never be less than the par value per share of the
Common Stock, and provided further that in no event will any adjustments made
pursuant to this Section 6 cause any increase or decrease the aggregate price to
be paid for all shares of Common Stock subject to this Warrant. The Warrant
Price shall be subject to adjustment as follows:
(a) Stock Dividends, Stock Splits, Etc. If the Issuer
at any time or from time to time after the date hereof shall issue additional
shares of Common Stock as a result of the declaration or payment of a dividend
on the Common Stock payable in Common Stock, or as a distribution to holders of
Common Stock, or as a result of a subdivision of the outstanding shares of
Common Stock into a greater number of shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock), then, and in each such case, the Warrant Price then in effect shall be
reduced, concurrently with the issuance of such shares, to a price (calculated
to the nearest cent) determined by multiplying such Warrant Price by a fraction
(i) the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance of additional shares of Common
Stock, and (ii) the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such issuance, provided that, for purposes
of this Section 6(a), (x) additional shares of Common Stock shall be deemed to
have been issued (A) in the case of any such dividend or distribution,
immediately after the close of business on
6
and (ii) the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such issuance, provided that, for purposes of this
Section 6(a), (x) additional shares of Common Stock shall be deemed to have been
issued (A) in the case of any such dividend or distribution, immediately after
the close of business on the record date for the determination of holders of any
class of securities entitled to receive such dividend or distribution or (B) in
the case of any such subdivision, at the close of business on the date
immediately prior to the day upon which such corporate action becomes effective,
(y) immediately after any additional shares of Common Stock are deemed to have
been issued, such additional shares of Common Stock shall be deemed to be
outstanding, and (z) treasury shares shall be deemed not to be outstanding.
(b) Extraordinary Dividends and Distributions. If the
Issuer shall distribute to all holders of its outstanding Common Stock evidences
of indebtedness of the Issuer, cash (other than a cash distribution made as a
dividend payable or to be payable at regularly scheduled intervals and payable
out of earnings or earned surplus legally available for the payment of dividends
under the laws of the State of Delaware, but only to the extent that the
aggregate of all such dividends paid or declared after the date hereof does not
exceed the consolidated net income of the Issuer earned subsequent to the date
hereof, as determined in accordance with generally accepted accounting
principles, consistently applied) or assets or securities other than its Common
Stock (including stock of a subsidiary or securities convertible into or
exercisable for such stock but excluding dividends or distributions referred to
in Section 6(a) above) (any such evidences of indebtedness, cash, assets or
securities, the "assets or securities"), then, in each case, the Warrant Price
shall be adjusted by subtracting from the Warrant Price then in effect the value
of the assets or securities that the holder would have been entitled to receive
as a result of such distribution had the Warrant been exercised and the relevant
shares of Common Stock issued in the name of the holder immediately prior to the
record date for such distribution; provided that if, after giving effect to such
adjustment, the Warrant Price would be less than the then par value of the
Common Stock, the Issuer shall distribute such assets or securities to the
holder as if the holder had exercised the Warrant and the shares of Common Stock
had been issued in the name of the holder immediately prior to the record date
for such distribution. Any adjustment required by this Section 6(b) shall be
made whenever any such distribution is made, and shall become effective on the
date of distribution retroactive to the record date for the determination of
stockholders entitled to receive such distribution.
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(c) Combinations, Etc. If the Issuer at any time or
from time to time after the date hereof shall combine or consolidate the
outstanding shares of Common Stock, by reclassification or otherwise, into a
lesser number of shares of Common Stock, then, and in each such case, the
Warrant Price then in effect shall be increased, concurrently with the
effectiveness of such combination or consolidation, to a price (calculated to
the nearest one cent) determined by multiplying such Warrant Price by a fraction
(i) the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to the effectiveness of such combination or
consolidation and (ii) the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such effectiveness, provided that,
for purposes of this Section 6(c), (x) such combination or consolidation shall
be deemed to have occurred at the close of business on the date immediately
prior to the day upon which such combination or consolidation becomes effective
and (y) treasury shares shall be deemed not to be outstanding.
(d) Issuance of Additional Shares of Common Stock. In
case the Issuer at any time or from time to time after the date hereof shall
issue or sell additional shares of Common Stock ("Additional Shares") for a
consideration per share less than 90% of the Average Market Price (or if the IPO
has not occurred by the time of determination, less than the Warrant Price) in
effect on the earlier of (i) the date on which the Issuer enters into a firm
contract for the issuance and sale of such Additional Shares (unless such
contract specifies that the sale price for such Additional Shares will be
determined at a later date, then such later date shall apply to this clause (i))
or (ii) the date of actual issuance or sale of such Additional Shares, then, in
each such case, the Warrant Price in effect immediately prior to such date shall
be reduced, concurrently with such issuance or sale, to a price (calculated to
the nearest one cent) determined by multiplying such Warrant Price by a fraction
(x) the numerator of which shall be the sum of (A) the number of shares of
Common Stock outstanding immediately prior to such issue or sale, plus (B) the
number of shares of Common Stock which the aggregate consideration received by
the Issuer for the total number of such Additional Shares so issued or sold
would purchase at such Average Market Price or Warrant Price, as the case may
be, and (y) the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such issue or sale, provided that (a)
treasury shares shall not be deemed to be outstanding for purposes of this
Section 6(d) and (b) the shares of Common Stock then issuable pursuant to the
terms of this Warrant shall be deemed to be outstanding immediately prior to and
after such issue or sale. Notwithstanding anything contained herein to the
contrary, no adjustment to the Warrant Price shall be
8
made pursuant to this Section 6(d) following the issuance of Additional Shares
pursuant to (I) Section 6(a) hereof, (II) the exercise of any options or
issuance of any shares under any options or purchase or other rights that are
outstanding on or prior to the date hereof and that were issued pursuant to any
of the Issuer's employee stock option, appreciation or purchase right plans,
(III) the exercise of any options or purchase or other rights or the issuance of
any shares under any options or rights that are granted after the date hereof,
whether in accordance with the terms of any of the Issuer's employee stock
option, appreciation or purchase right plans or otherwise, so long as the
exercise price of any such option, warrant, subscription or purchase right is
not less than the Average Market Price on the date that such grant is approved
by the Issuer's Board of Directors or a duly authorized committee thereof or, if
later, the date that such exercise price is established, (IV) the exercise of
any other options, warrants or other subscription or purchase rights outstanding
on or prior to the date hereof, including without limitation, this Warrant, (V)
the exercise of any conversion or exchange rights outstanding on or prior to the
date hereof issued by the Issuer, (VI) the exercise of any conversion or
exchange rights issued by the Issuer after the date hereof, so long as the
conversion or exchange price is not less than the Average Market Price on the
date that such issuance is approved by the Board of Directors or a duly
authorized committee thereof or, if later, the date that such conversion or
exchange price is established or (VII) the issuance or sale of Additional Shares
pursuant to a firmly underwritten public offering of such shares.
(e) Accountants' Report as to Adjustments. In each
case of any adjustment or readjustment in the Warrant Price, the Issuer at its
expense will promptly compute such adjustment or readjustment in accordance with
the terms hereof and, upon the reasonable request of the holder of this Warrant,
cause independent public accountants of recognized national standing selected by
the Issuer (which may be the regular auditors of the Issuer) to verify such
computation and prepare a calculation setting forth such adjustment or
readjustment and showing in reasonable detail the method of calculation thereof
and the facts upon which such adjustment or readjustment is based, including a
statement of (i) the number of shares of Common Stock outstanding or deemed to
be outstanding and (ii) the Warrant Price in effect immediately prior to such
adjustment or readjustment and as adjusted and readjusted (if required by
Section 6) on account thereof. The Issuer will forthwith mail a copy of each
such report to the holder of this Warrant. The Issuer will also keep copies of
all such reports at its principal office, and will cause the same to be
available for inspection at such office during normal business hours by any
holder of this Warrant.
9
(f) No Dilution or Impairment. The Issuer will not,
by amendment of its Certificate of Incorporation or through any consolidation,
merger, reorganization, transfer of assets, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms hereof, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of the
Investor against dilution, or to accord to the Investor the protections against
dilution, as provided herein. Without limiting the generality of the foregoing,
the Issuer (i) will not permit the par value of any shares of Common Stock
receivable upon the exercise of any Warrant to be increased to an amount that
exceeds the amount payable therefor upon such exercise, (ii) will take all such
action as may be necessary or appropriate in order that the Issuer may validly
and legally issue fully paid and nonassessable shares upon the exercise of this
Warrant from time to time and (iii) will not take any action which results in
any adjustment of the Warrant Price if the total number of shares of Common
Stock issuable after such action upon the exercise of this Warrant would exceed
the total number of shares of Common Stock then authorized by the Issuer's
Certificate of Incorporation and available for the purpose of issue upon such
exercise.
(g) Additional Reductions. The Issuer may make such
reductions in the Warrant Price, in addition to those required by Sections 6(a),
(b), (c) and (d) hereof, as it considers to be advisable in order that any event
treated for Federal income tax purposes as a dividend of stock or stock rights
shall not be taxable to the recipients.
7. Preemptive Rights. If at any time after the date of this
Warrant but prior to the IPO the Issuer shall propose to sell or issue for cash
in a transaction, the principal purpose of which is to raise capital, any equity
securities or options, warrants (other than the Warrant being issued on the date
hereof), rights or other securities exercisable for or convertible into equity
securities of the Issuer, the Issuer shall offer to sell or issue to the holder
of this Warrant, on the same terms and condi tions as the proposed sale or
issuance, the respective numbers of such securities which, if all such
securities were purchased, would result in the holder of this Warrant and its
affiliates holding that percentage of such securities equal to the percentage of
Common Stock on a fully diluted basis owned by such holder and its affiliates
immediately prior to such sale or issuance. In the event the Issuer proposes to
issue two or more securities as a unit, the preemptive rights available under
this Section 7 may only be
10
exercised to purchase such units. The Issuer shall deliver to the holder of this
Warrant a written notice (a "Purchase Notice") of a proposed sale pursuant to
this Section 7 no later than 10 days prior to the proposed closing thereof. Such
notice shall make reference to the holders' rights hereunder and shall describe
in reasonable detail (i) the total amount of equity securities to be sold and
(ii) the terms and conditions of the purchase, including the consideration to be
paid therefor. The holder of this Warrant shall exercise its right to
participate in the purchase of equity securities pursuant to this Section 7 by
delivering to the Issuer a written notice (a "Subscription Response") stating
its election to do so and specifying the amount of equity securities it will
purchase no later than 30 days after receipt of the Purchase Notice. Failure to
provide a Subscription Response in such 30-day period shall be deemed to
constitute an election by such holder not to participate, and the holder's right
to elect to purchase equity securities in connection with the proposed sale
shall terminate at the end of the thirtieth day.
8. Exercise of Warrant in the Event of a Consolidation,
Merger, Sale of Assets, Reorganization, Etc.
(a) In case at any time the Issuer shall be a party to any
Transaction, then (i) upon the consummation thereof this Warrant shall become
exercisable with respect to all shares of Common Stock covered hereby (whether
or not it has otherwise become exercisable with respect to such shares pursuant
to Section 2) and shall be deemed to have been exercised by the Investor without
any act on the part of the Investor and without any obligation on the part of
the Investor to pay the exercise price until presentation of this Warrant
pursuant to clause (ii) below, and (ii) this Warrant shall represent the right
of the Investor to receive (upon presentation of this Warrant on or within
twenty (20) days after the date of such consummation together with payment of
the aggregate exercise price payable at the time of such consummation in
accordance with Section 3 for all shares of Common Stock issuable upon such
exercise immediately prior to such consummation), in lieu of the Common Stock
issuable upon exercise of this Warrant prior to such consummation, the cash,
securities and other property to which the Investor would have been entitled
upon the consummation of the Transaction if the Investor had exercised this
Warrant immediately prior thereto.
(b) The Issuer will not effect any Transaction unless, prior
to the consummation thereof, each corporation or entity (other than the Issuer)
which may be required to deliver any cash, securities or other property upon the
exercise of this
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Warrant as provided herein shall assume, by written instrument delivered to the
Investor, the obligation to deliver to the Investor such cash, securities or
other property as, in accordance with the foregoing provision, the Investor may
be entitled to receive.
9. Notices of Corporate Action. In the event of any
anticipated (i) taking by the Issuer of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled
to receive any dividend or other distribution on such securities, or (ii)
Transaction, or (iii) voluntary or involuntary dissolution, liquidation or
winding-up of the Issuer, the Issuer will mail to the holder of this Warrant a
notice specifying (A) the date or expected date on which any such record is to
be taken for the purpose of such dividend or distribution or (B) the date or
expected date on which any such Transaction, dissolution, liquidation or
winding-up is to take place and the time, if any such time is to be fixed, as of
which the holders of record of Common Stock shall be entitled to exchange their
shares of Common Stock for the securities or other property deliverable upon
such Transaction, dissolution, liquidation or winding-up. Such notice shall be
mailed at least twenty (20) days prior to the date therein specified, in the
case of any date referred to in the foregoing clause (A), and at least ten (10)
days prior to the date therein specified, in the case of the date referred to in
the foregoing clause (B).
10. Amendments and Waivers. Any term of this Warrant may be
amended or modified or the observance of any term of this Warrant may be waived
(either generally or in a particular instance) only with the written consent of
the Issuer and the holder of this Warrant.
11. Successors and Assigns; Transfers. The provisions of this
Warrant shall be binding upon and inure to the benefit of the original holder
hereof, its successors and assigns by way of merger, consolidation or operation
of law, and any affiliate of the Investor to whom this Warrant is transferred.
This Warrant shall not be transferable by the Investor except to any affiliate
of the original holder hereof, or otherwise by way of merger, consolidation or
operation of law.
12. Exchange of Warrant. Upon surrender for exchange of this
Warrant, properly endorsed, for registration of transfer or for exchange at the
principal office of the Issuer, the Issuer at its expense will issue and deliver
to or upon the order of the Investor a new Warrant or Warrants of like tenor, in
the name of the Investor or, subject to Section 11 above, as the Investor (upon
payment by the Investor of any
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applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face of
this Warrant.
13. Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Issuer of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction of any Warrant, upon delivery of an indemnity bond in such
reasonable amount as the Issuer may determine (or, in the case of any Warrant
held by the original holder hereof or any affiliate thereof, of an affidavit of
an authorized officer of such holder, setting forth the fact of such loss, theft
or destruction, which shall be satisfactory evidence thereof and no further
indemnity shall be required as a condition of the execution and delivery of a
new Warrant), or, in the case of any such mutilation, upon the surrender of such
Warrant for cancellation to the Issuer at its principal office, the Issuer at
its expense will execute and deliver, in lieu thereof, a new Warrant, of like
tenor. Any Warrant in lieu of which any such new Warrant has been so executed
and delivered by the Issuer shall not be deemed to be an outstanding Warrant for
any purpose.
14. Remedies. The Issuer stipulates that the remedies at law
of the holder of this Warrant in the event of any default by the Issuer in the
performance of or in compliance with any of the terms of this Warrant are not
and will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise without
the requirement of the posting of a bond.
15. No Rights or Liabilities as Stockholder. Nothing contained
in this Warrant shall be construed as conferring upon the holder hereof any
rights as a stockholder of the Issuer (except to the extent that shares of
Common Stock are issued to such holder pursuant to this Warrant) or as imposing
any liabilities on such holder to purchase any securities or as a stockholder of
the Issuer, whether such liabilities are asserted by the Issuer or by creditors
or stockholders of the Issuer or otherwise.
16. Notices. All notices and other communications under this
Warrant shall be in writing and shall be mailed by registered or certified mail,
return receipt requested, or by facsimile transmission, addressed (a) if to the
holder, at the registered address or the facsimile number of such holder as set
forth in the register kept at the principal office of the Issuer, and (b) if to
the Issuer, to the attention of the Secretary at
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its principal office, or to its facsimile number, Attention: Secretary, provided
that the exercise of any Warrant shall be effected in the manner provided in
Section 2.
17. Legends. The shares of Common Stock issuable pursuant to
the terms of this Warrant shall contain the legend set forth in Section 3.4(d)
of the Investment Agreement.
18. Miscellaneous. THIS WARRANT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.
The headings in this Warrant are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.
DATED as of July 17, 1998.
MEDE AMERICA CORPORATION
By:
--------------------------
Name:
---------------------
Title:
---------------------
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FORM OF SUBSCRIPTION
[To be signed only upon exercise of the Warrant]
TO MEDE AMERICA CORPORATION
The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right represented by such Warrant
for, and to purchase thereunder, _________* shares of Common Stock of MEDE
AMERICA CORPORATION and herewith makes payment of $______ therefor or elects a
Cashless Exercise **, and requests that the certificates for such shares be
issued in the name of, and delivered to, ________________________________, whose
address is ________________________________________________________________.
Dated: _________________
-----------------------------
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
-----------------------------
(Address)
- --------------------
* Insert here the number of shares called for on the face of the Warrant
(or, in the case of a partial exercise, the portion thereof as to which
the Warrant is being exercised), in either case without making any
adjustment for additional shares of the Common Stock or any other stock
or other securities or property or cash which, pursuant to the
adjustment provisions referred to in the Warrant, may be deliverable
upon exercise. In the case of a partial exercise, a new Warrant or
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Warrants will be issued and delivered, representing the unexercised
portion of such Warrant, all as provided in the Warrant.
** Indicate here the election of a Cashless Exercise of the Warrant
pursuant to _______.
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FORM OF ASSIGNMENT
[To be signed only upon transfer of the Warrant]
For value received, the undersigned hereby sells, assigns and
transfers unto _____________________________________ the rights represented by
the within Warrant to purchase _______ shares of Common Stock of MEDE AMERICA
CORP. to which the within Warrant relates, and appoints
__________________________________ Attorney to transfer such rights on the books
of MEDE AMERICA CORP. with full power of substitution in the premises.
Dated: _________________
------------------------------
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
------------------------------
(Address)
Signed in the presence of:
- -------------------------------
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