EXHIBIT 4.3
WARRANT CERTIFICATE
THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT, AND ARE SUBJECT TO CERTAIN
OTHER TRANSFER RESTRICTIONS SET FORTH IN THE HOLDBACK AGREEMENT ANNEXED HERETO.
Number of Shares of Common Stock: 3,572
COMMON STOCK PURCHASE WARRANT
To Purchase Common Stock of
World Diagnostics, Inc.
THIS IS TO CERTIFY THAT ___________________________, or its
permitted and registered assigns, is entitled, at any time from the Funding Date
(as hereinafter defined) to the Expiration Date (as hereinafter defined), to
purchase from WORLD DIAGNOSTICS, INC., a Delaware corporation (the "Company"),
three thousand five hundred seventy two (3,572) shares of Common Stock (as
hereinafter defined and subject to adjustment as provided herein), in whole or
in part, including fractional parts, at a purchase price equal to $7.00 per
share, all on the terms and conditions and pursuant to the provisions
hereinafter set forth.
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1. DEFINITIONS
As used in this Common Stock Purchase Warrant (this "Warrant"), the
following terms have the respective meanings set forth below:
"Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by the Company after the Funding Date, other than Warrant Shares
and Exchange Shares.
"Business Day" shall mean any day that is not a Saturday or Sunday
or a day on which banks are required or permitted to be closed in the State of
New York.
"Commission" shall mean the Securities and Exchange Commission or
any other federal agency then administering the Securities Act and other federal
securities laws.
"Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, par value $0.001, of the Company as constituted on
the Funding Date, and any capital stock into which such Common Stock may
thereafter be changed, and shall also include (i) capital stock of the Company
of any other class (regardless of how denominated) issued to the holders of
shares of Common Stock upon any reclassification thereof which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to redemption and (ii) shares of common stock of any
successor or acquiring corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 4.4.
"Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable,
with or without payment of additional consideration in cash or property, for
shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.
"Current Warrant Price" shall mean, in respect of a share of Common
Stock at any date herein specified, the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.
"Exchange Commencement Date" shall have the meaning set forth in
Section 2.2.
"Exchange Shares" shall have the meaning set forth in Section 2.2.
"Exercise Period" shall mean the period during which this Warrant is
exercisable pursuant to Section 2.1.
"Expiration Date" shall mean the date that is three (3) years from
the date of this Warrant.
"Funding Date" shall mean the date and time of the closing of the
sale of the Common Stock and the Warrants under the Subscription Agreement.
"Holder" shall mean the Person in whose name the Warrant or Warrant
Shares set forth herein is registered on the books of the Company maintained for
such purpose.
"Holdback Agreement" shall mean that certain Holdback Agreement,
dated as of the date hereof, by and between the Company and the Holder, as it
may be amended from time to time, with respect to restrictions on the Transfer
of Common Stock and Exchange Shares, the form of which is annexed hereto as
Exhibit D.
"Market Price" means the average closing ask price of a share of the
Common Stock during the sixty (60) day period prior to the Exchange Commencement
Date (as defined in Section 3.1) as reported by the NASDAQ Stock Market, Inc.,
National Market System ("NMS"). If such security is not listed or admitted to
trading on the NMS, on the principal national security exchange or quotation
system on which such security is quoted or listed or admitted to trading, or, if
not quoted or listed or admitted to trading on any national securities exchange
or quotation system, the closing ask price of such security on the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or if not so available, in such manner as furnished by any NASD member
firm selected from time to time by the Board of Directors of the Company for
that purpose, or a price determined in good faith by the Board of Directors of
the Company as being equal to the fair market value thereof, as the case may be.
"Other Property" shall have the meaning set forth in Section 4.4.
"Outstanding" shall mean, when used with reference to Common Stock,
at any date as of which the number of shares thereof is to be determined, all
issued shares of Common Stock, except shares then owned or held by or for the
account of the Company or any subsidiary thereof, and shall include all shares
issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common Stock.
"Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof).
"Registration Statement" means a registration statement of the
Company filed on an appropriate form under the Securities Act providing for the
registration of, and the sale by the holders of, all of the Registrable
Securities under the Securities Act, including the prospectus contained therein
and forming a part thereof, any amendments to such registration statement and
supplements to such prospectus, and all exhibits and other material incorporated
by reference in such registration statement and prospectus.
"Restricted Common Stock" shall mean shares of Common Stock which
are, or which upon their issuance on the exercise or exchange of this Warrant
would be, evidenced by a certificate bearing the restrictive legend set forth in
Section 9.1(b) or Section 9.1(c).
"Securities Act" shall mean the Securities Act of 1933, as amended,
or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Subscription Agreement" shall mean the Subscription Agreement,
dated the date hereof, by and between the Company and the Holder, as it may be
amended from time to time.
"Transfer" shall mean any disposition of any Common Stock, Warrant,
Warrant Shares or Exchange Shares, or of any interest in any thereof, which
would constitute a sale thereof within the meaning of the Securities Act.
"Transfer Notice" shall have the meaning set forth in Section 9.2.
"Warrants" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof. All
Warrants shall at all times be identical as to terms and conditions and date,
except as to the number of shares of Common Stock for which they may be
exercised.
"Warrant Price" shall mean an amount equal to (i) the number of
shares of Common Stock being purchased upon exercise of this Warrant pursuant to
Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of such
exercise.
"Warrant Shares" shall mean the shares of Common Stock purchased by
the holders of the Warrants upon the exercise thereof .
2. EXERCISE OF WARRANT; EXCHANGE OF WARRANT
2.1 Manner of Exercise of Warrant. From and after the Funding Date (the "Warrant
Period Commencement Date") and until 5:00 P.M., New York City time, on the
Expiration Date, Holder may exercise this Warrant, on any Business Day, in
increments of 1,000 shares of Common Stock purchasable hereunder.
In order to exercise this Warrant, in whole or in part, Holder shall
deliver to the Company at its principal office at 15271 NW 60th Avenue, Miami
Lakes, Florida 33014, or at the office or agency designated by the Company
pursuant to Section 12, (i) a written notice of Holder's election to exercise
this Warrant, which notice shall specify the number of shares of Common Stock to
be purchased, (ii) payment of the Warrant Price in cash or by wire transfer or
cashier's check drawn on a United States bank, and (iii) this Warrant. Such
notice shall be substantially in the form of the subscription form appearing at
the end of this Warrant as Exhibit A, duly executed by Holder or its agent or
attorney. Upon receipt of the items referred to in clauses (i), (ii) and (iii)
above, the Company shall, as promptly as practicable, and in any event within
ten (10) Business Days thereafter, execute or cause to be executed and deliver
or cause to be delivered to Holder a certificate or certificates representing
the aggregate number of full shares of Common Stock issuable upon such exercise,
together with cash in lieu of any fraction of a share, as hereinafter provided.
The stock certificate or certificates so delivered shall be, to the extent
possible, in such denomination or denominations as Holder shall request in the
notice and shall be registered in the name of Holder or, subject to Section 9,
such other name as shall be designated in the notice. This Warrant shall be
deemed to have been exercised and such certificate or certificates shall be
deemed to have been issued, and Holder or any other Person so designated to be
named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the notice, together with the cash or check or
checks and this Warrant, is received by the Company as described above and all
taxes required to be paid by Holder, if any, pursuant to Section 3.1 prior to
the issuance of such shares have been paid. If this Warrant shall have been
exercised in part, the Company shall, at the time of delivery of the certificate
or certificates representing Warrant Shares, deliver to Holder a new Warrant
evidencing the rights of Holder to purchase the unpurchased shares of Common
Stock called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant, or, at the request of Holder, appropriate
notation may be made on this Warrant and the same returned to Holder.
Notwithstanding any provision herein to the contrary, the Company shall not be
required to register shares in the name of any Person who acquired this Warrant
(or part hereof) or any Warrant Shares otherwise than in accordance with this
Warrant and the Holdback Agreement.
2.2 Manner of Exchange of Warrant. From and after the date which is ninety (90)
days following Funding Date (the "Exchange Period Commencement Date") and until
5:00 P.M., New York City time, on the Expiration Date, Holder may, on any
Business Day, exchange this Warrant for shares of Common Stock (the "Exchange
Shares") equal to the number of Warrants granted hereunder, provide, however,
that the Holder may not exercise its right to exchange this Warrant for Common
Stock if (i) on the Exchange Period Commencement Date the Market Price per share
of Common Stock is greater than or equal to $20.00, and (ii) the average daily
trading volume for the shares of the Common Stock during any thirty consecutive
trading day period prior to the Exchange Period Commencement Date is greater
than thirty five thousand (35,000).
Upon the exchange of this Warrant pursuant to this Section 2.2, the
Common Stock issued to the Holder pursuant to the Subscription Agreement and the
Exchange Shares issued pursuant to this Section 2.2 shall, in addition to the
restrictions under the Securities Act and set forth herein and in the
Subscription Agreement, be subject to the to the Transfer restrictions set forth
in the Holdback Agreement.
In order to exercise your right to exchange this Warrant for Common
Stock, Holder shall deliver to the Company at its principal office at 15271 NW
60th Avenue, Miami Lakes, Florida 33014, or at the office or agency designated
by the Company pursuant to Section 12, (i) a written notice of Holder's election
to exchange this Warrant and receive the Exchange Shares, and (ii) this Warrant.
Such notice shall be substantially in the form of the notice form appearing at
the end of this Warrant as Exhibit B, duly executed by Holder or its agent or
attorney. Upon receipt of the items referred to in clauses (i) and (ii) above,
the Company shall, as promptly as practicable, and in any event within ten (10)
Business Days thereafter, execute or cause to be executed and deliver or cause
to be delivered to Holder, a certificate or certificates representing the
aggregate number of Exchange Shares issuable upon such exchange, together with
cash in lieu of any fraction of a share, as hereinafter provided. The stock
certificate or certificates so delivered shall be, to the extent possible, in
such denomination or denominations as Holder shall request in the notice and
shall be registered in the name of Holder or, subject to Section 9, such other
name as shall be designated in the notice. This Warrant shall be deemed to have
been exchanged and such certificate or certificates shall be deemed to have been
issued, and Holder or any other Person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as
of the date the notice, together with this Warrant, is received by the Company
as described above and all taxes required to be paid by Holder, if any, pursuant
to Section 3.1 prior to the issuance of such shares have been paid for.
Notwithstanding any provision herein to the contrary, the Company shall not be
required to register shares in the name of any Person who acquired this Warrant
(or part hereof) or any Warrant Shares otherwise than in accordance with this
Warrant and the Registration Rights Agreement.
2.3 Fractional Shares. The Company shall not be required to issue a fractional
share of Common Stock upon exercise or exchange of any Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase upon
such exercise, the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to the same fraction of the Market Price per share
of Common Stock as of the Initial Funding Date.
2.4 Continued Validity. A holder of shares of Common Stock issued upon the
exercise or exchange of this Warrant, in whole or in part (other than a holder
who acquires such shares after the same have been publicly sold pursuant to a
Registration Statement under the Securities Act or sold pursuant to Rule 144
thereunder), shall continue to be entitled with respect to such shares to all
rights to which it would have been entitled as Holder under Sections 9, 10 and
14 of this Warrant. The Company will, at the time of exercise or exchange of
this Warrant, in whole or in part, upon the request of Holder, acknowledge in
writing, in form reasonably satisfactory to Holder, its continuing obligation to
afford Holder all such rights; provided, however, that if Holder shall fail to
make any such request, such failure shall not affect the continuing obligation
of the Company to afford to Holder all such rights.
3. TRANSFER, DIVISION AND COMBINATION
3.1 Transfer. Subject to compliance with the Subscription Agreement and Section
3.1 and Section 9 herein, transfer of this Warrant and all rights hereunder, in
whole or in part, shall be registered on the books of the Company to be
maintained for such purpose, upon surrender of this Warrant at the principal
office of the Company referred to in Section 2.1 or the office or agency
designated by the Company pursuant to Section 12, together with a written
assignment of this Warrant substantially in the form of Exhibit C hereto duly
executed by Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall, subject to Section 9, execute
and deliver a new Warrant or Warrants in the name of the permitted assignee or
assignees and in the denomination specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be cancelled. A
Warrant, if properly assigned in compliance with Section 9, may be exercised or
exchange by a new Holder for the purchase of shares of Common Stock without
having a new Warrant issued.
3.2 Division and Combination. Subject to Section 3.1 and 9, this Warrant may be
divided or combined with other Warrants upon presentation hereof at the
aforesaid office or agency of the Company, together with a written notice
specifying the names and denominations in which new Warrants are to be issued,
signed by Holder or its agent or attorney. Subject to compliance with Section
3.1 and Section 9, as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice.
3.3 Expenses. The Company shall prepare, issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 3.
3.4 Maintenance of Books. The Company agrees to maintain, at its
aforesaid office or agency, books for the registration and the registration
of transfer of the Warrants.
4. ADJUSTMENTS
The number of shares of Common Stock for which this Warrant is exercisable
or exchangeable, or the price at which such shares may be purchased upon
exercise of this Warrant, shall be subject to adjustment from time to time as
set forth in this Section 4. The Company shall give Holder notice of any event
described below which requires an adjustment pursuant to this Section 4 at the
time of such event.
4.1 Stock Dividends, Subdivisions and Combinations. If at any time
the Company shall:
(a) take a record of the holders of its Common Stock for the purpose of
entitling them to receive a dividend payable in, or other distribution of,
Additional Shares of Common Stock,
(b) subdivide its Outstanding shares of Common Stock into a larger
number of shares of Common Stock, or
(c) combine its Outstanding shares of Common Stock into a smaller
number of shares of Common Stock,
then (i) the number of shares of Common Stock for which this Warrant is
exercisable or exchangeable immediately after the occurrence of any such event
shall be adjusted to equal the number of shares of Common Stock which a record
holder of the same number of shares of Common Stock for which this Warrant is
exercisable or exchangeable immediately prior to the occurrence of such event
would own or be entitled to receive after the happening of such event, and (ii)
the Current Warrant Price shall be adjusted to equal (A) the Current Warrant
Price multiplied by the number of shares of Common Stock for which this Warrant
is exercisable or exchangeable immediately prior to the adjustment divided by
(B) the number of shares for which this Warrant is exercisable immediately after
such adjustment.
4.2 Certain Other Distributions. If at any time the Company shall
take a record of the holders of its Common Stock for the purpose of entitling
them to receive any dividend or other distribution of:
(a) cash,
(b) any evidences of its indebtedness, any shares of its stock or any other
securities or property of any nature whatsoever (other than cash,
Convertible Securities or Additional Shares of Common Stock), or
(c) any warrants or other rights to subscribe for or purchase any evidences of
its indebtedness, any shares of its stock or any other securities or
property of any nature whatsoever (other than cash, Convertible Securities
or Additional Shares of Common Stock),
then Holder shall be entitled to receive such dividend or distribution as if
Holder had exercised this Warrant. A reclassification of the Common Stock (other
than a change in par value, or from par value to no par value or from no par
value to par value) into shares of Common Stock and shares of any other class of
stock shall be deemed a distribution by the Company to the holders of its Common
Stock of such shares of such other class of stock within the meaning of this
Section 4.2 and, if the outstanding shares of Common Stock shall be changed into
a larger or smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination, as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 4.1.
4.3 Other Provisions Applicable to Adjustments under this Section. The following
provisions shall be applicable to the making of adjustments of the number of
shares of Common Stock for which this Warrant is exercisable or exchangeable and
the Current Warrant Price provided for in this Section 4:
(a) When Adjustments to Be Made. The adjustments required by this Section 4
shall be made whenever and as often as any specified event requiring an
adjustment shall occur. For the purpose of any adjustment, any specified
event shall be deemed to have occurred at the close of business on the
date of its occurrence.
(b) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into
account to the nearest 1/10th of a share.
(c) When Adjustment Not Required. If the Company shall take a record
of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights
and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend,
distribution, subscription or purchase rights, then thereafter no
adjustment shall be required by reason of the taking of such record and
any such adjustment previously made in respect thereof shall be
rescinded and annulled.
(d) Challenge to Good Faith Determination. Whenever the Board of Directors of
the Company shall be required to make a determination in good faith of the
fair value of any item under this Section 4, such determination may be
challenged in good faith by the Holder, and any dispute shall be resolved
by an investment banking firm of recognized national standing selected by
the Company and reasonably acceptable to the Holder.
4.4 Reorganization, Reclassification, Merger, Consolidation or Disposition of
Assets. If the Company shall reorganize its capital, reclassify its capital
stock, consolidate or merge with or into another corporation (where the Company
is not the surviving corporation or where there is a change in or distribution
with respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of all or substantially all of its property, assets or business to
another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of
common stock of the successor or acquiring corporation, or any cash, shares of
stock or other securities or property of any nature whatsoever (including
warrants or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"), are
to be received by or distributed to the holders of Common Stock of the Company,
then Holder shall have the right thereafter to receive, upon exercise of the
Warrant within ten (10) business days following the Company's notice of such
event, the number of shares of common stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In the case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for adjustments of shares of Common Stock for
which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 4. For purposes of
this Section 4.4, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 4.4 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.
4.5 Other Action Affecting Common Stock. If at any time or from time to time the
Company shall take any action in respect of its Common Stock, other than any
action described in this Section 4, which would have a materially adverse effect
upon the rights of the Holder, the number of shares of Common Stock and/or the
purchase price thereof shall be adjusted in such manner as may be equitable in
the circumstances, as determined in good faith by the Board of Directors of the
Company.
4.6 Certain Limitations. Notwithstanding anything herein to the contrary, the
Company agrees not to enter into any transaction which, by reason of any
adjustment hereunder, would cause the Current Warrant Price to be less than the
par value per share of Common Stock.
5. NOTICES TO HOLDER
5.1 Notice of Adjustments. Whenever the number of shares of Common Stock for
which this Warrant is exercisable or exchangeable, or whenever the price at
which a share of such Common Stock may be purchased upon exercise of the
Warrants, shall be adjusted pursuant to Section 4, the Company shall forthwith
prepare a certificate to be executed by the chief financial officer of the
Company setting forth, in reasonable detail, the event requiring the adjustment
and the method by which such adjustment was calculated (including a description
of the basis on which the Board of Directors of the Company determined the fair
value of any evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights referred to in
Section 4.2), specifying the number of shares of Common Stock for which this
Warrant is exercisable or exchangeable and (if such adjustment was made pursuant
to Section 4.4 or 4.5) describing the number and kind of any other shares of
stock or Other Property for which this warrant is exercisable or exchangeable,
and any change in the purchase price or prices thereof, after giving effect to
such adjustment or change. The Company shall promptly cause a signed copy of
such certificate to be delivered to the Holder in accordance with Section 14.2.
The Company shall keep at its office or agency designated pursuant to Section 12
copies of all such certificates and cause the same to be available for
inspection at said office during normal business hours by the Holder or any
prospective purchaser of a Warrant designated by the Holder.
5.2 Notice of Corporate Action. If at any time
(a) the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend or other distribution, or
any right to subscribe for or purchase any evidences of its indebtedness,
any shares of stock of any class or any other securities or property, or
to receive any other right, or
(b) there shall be any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company
or any consolidation or merger of the Company with, or any sale, transfer
or other disposition of all or substantially all the property, assets or
business of the Company to, another corporation, or
(c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give to Holder (i) at
least ten 10 Business Days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least ten (10) Business
Days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
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 Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 14.2.
6. NO IMPAIRMENT
(a) The Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, 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 of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder
against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any shares of Common Stock
receivable upon the exercise or exchange of this Warrant above the amount
payable therefor upon such exercise or exchange immediately prior to such
increase in par value, (ii) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise or exchange of this
Warrant, and (iii) use its best efforts to obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant.
(b) Upon the request of Holder, the Company will at any time during the
period this Warrant is outstanding acknowledge in writing, in form satisfactory
to Holder, the continuing validity of this Warrant and the obligations of the
Company hereunder.
7. RESERVATION AND AUTHORIZATION OF COMMON STOCK
(a) From and after the Funding Date, the Company shall at all times
reserve and keep available for issue upon the exercise or exchange of Warrants
such number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise or exchange in full of all outstanding
Warrants. All shares of Common Stock which shall be so issuable, when issued
upon exercise or exchange of any Warrant and payment therefor in accordance with
the terms of such Warrant, shall be duly and validly issued and fully paid and
nonassessable, and not subject to preemptive rights.
(b) Before taking any action which would cause an adjustment reducing the
Current Warrant Price below the then par value, if any, of the shares of Common
Stock issuable upon exercise or exchange of the Warrants, the Company shall take
any corporate action which may be necessary in order that the Company may
validly and legally issue fully paid and non-assessable shares of such Common
Stock at such adjusted Current Warrant Price.
(c) Before taking any action which would result in an adjustment in the
number of shares of Common Stock for which this Warrant is exercisable or
exchangeable or in the Current Warrant Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.
8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS
In the case of all dividends or other distributions by the Company to the
holders of its Common Stock with respect to which any provision of Section 4
refers to the taking of a record of such holders, the Company will in each such
case take such a record and will take such record as of the close of business on
a Business Day. The Company will not at any time, except upon dissolution,
liquidation or winding up of the Company, close its stock transfer books or
Warrant transfer books so as to result in preventing or delaying the exercise or
transfer of any Warrant.
9. RESTRICTIONS ON TRANSFERABILITY
The Warrants, the Warrant Shares and the Exchange Shares shall not be
transferred, hypothecated or assigned before satisfaction of the conditions
specified in this Section 9 and the Holdback Agreement, which conditions are,
among other things, intended to ensure compliance with the provisions of the
Securities Act with respect to the Transfer of any Warrant or any Warrant
Shares. Holder, by acceptance of this Warrant, agrees to be bound by the
provisions of this Section 9 and the Holdback Agreement.
(a) Restrictive Legend. In addition to the Transfer restriction set forth herein
and in the Holdback Agreement, the Holder by accepting this Warrant and any
Warrant Shares and Exchange Shares agrees that unless registered under the
Securities Act, this Warrant, the Warrant Shares and the Exchange Shares may not
be assigned or otherwise transferred unless and until (i) the Company has
received an opinion of counsel for the Holder reasonably satisfactory to the
Company and its counsel that such securities may be sold pursuant to an
exemption from registration under the Securities Act, or (ii) a Registration
Statement relating to such securities has been filed by the Company and declared
effective by the Commission.
(b) Each certificate for Warrant Shares shall bear a legend as
follows:
"These securities have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state, and are being offered and sold
pursuant to an exemption from the registration requirements of the
Securities Act and such laws. These securities may not be sold or
transferred except pursuant to an effective registration statement
under the Securities Act or pursuant to an available exemption from
the registration requirements of the Securities Act or such other
laws."
<PAGE>
(c) Each certificate for Exchange Shares and, upon exchange, shares of Common
Stock acquired pursuant to the Subscription Agreement, shall bear a legend as
follows:
"These securities have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of any state, and are being offered and sold
pursuant to an exemption from the registration requirements of the
Securities Act and such laws. These securities may not be sold or
transferred except pursuant to an effective registration statement
under the Securities Act or pursuant to an available exemption from
the registration requirements of the Securities Act or such other
laws.
This certificate is subject to, and is transferable only upon
compliance with, the provisions of a Holdback Agreement dated as of
____________, 2000, by and between the Company and the Holder of
this certificate. Any direct or indirect transfer or other
disposition or encumbrance of the shares represented by this
certificate in violation of the Holdback Agreement shall be invalid.
A copy of the above-referenced Holdback Agreement is in file at the
offices of the Company."
(d) Except as otherwise provided in this Section 9, the Warrant shall be stamped
or otherwise imprinted with a legend in substantially the following form:
"THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH
ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS
COMMON STOCK PURCHASE WARRANT AND ARE SUBJECT TO CERTAIN OTHER
TRANSFER RESTRICTIONS SET FORTH IN THE HOLDBACK AGREEMENT ANNEXED
HERETO."
9.2 Notice of Proposed Transfers. Prior to any Transfer or attempted Transfer of
any Warrants, Warrant Shares, Exchange Shares or any shares of Restricted Common
Stock, the Holder shall give ten (10) Business Days, prior written notice (a
"Transfer Notice") to the Company and its counsel of Holder's intention to
effect such Transfer, describing the manner and circumstances of the proposed
Transfer, and obtain (i) in the case of a Transfer of this Warrant or Exchange
Shares, the prior written consent of the Company, which may be given in the sole
discretion of the Company, and (ii) in the case of a Transfer of any Warrants
Shares or Restricted Common Stock, from counsel to Holder who shall be
reasonably satisfactory to the Company, an opinion that the proposed Transfer of
such Warrant, Warrant Shares or Restricted Common Stock may be effected without
registration under the Securities Act. After receipt of the Transfer Notice and
opinion, the Company shall, within five (5) Business Days thereof, notify the
Holder as to whether such opinion is reasonably satisfactory and, in the case a
Transfer of any Warrants, whether the Company has consented thereto, and if so,
such holder shall thereupon be entitled to Transfer such Warrants or such
Restricted Common Stock, in accordance with the terms of the Transfer Notice,
the Warrant and the Holdback Agreement. Each certificate, if any, evidencing
such shares of Restricted Common Stock issued upon such Transfer shall bear the
restrictive legends set forth in Section 9.1(b) and (c), as applicable, and the
Warrant issued upon such Transfer shall bear the restrictive legend set forth in
Section 9.1(d), unless in the opinion of such counsel such legend is not
required in order to ensure compliance with the Securities Act.
9.3 Termination of Restrictions. Notwithstanding the foregoing provisions of
Section 9, the restrictions imposed by this Section upon the transferability of
the Warrants, the Warrant Shares, the Exchange Shares and any Restricted Common
Stock and the legend requirements of Section 9.1 shall terminate as to any
particular Warrant or share of Warrant Shares, Exchange Shares or Restricted
Common Stock (i) when and so long as such security shall have been effectively
registered under the Securities Act and disposed of pursuant thereto, or (ii)
when the Company shall have received an opinion of counsel reasonably
satisfactory to it and its counsel that such shares may be transferred without
registration thereof under the Securities Act, and (iii) when such Warrants,
Warrant Shares, Exchange Shares and any Restricted Common Stock no longer
contains any Transfer restrictions pursuant to this Warrant, the Subscription
Agreement and the Holdback Agreement. Whenever the restrictions imposed by
Section 9 shall terminate as to a this Warrant, as hereinabove provided, the
Holder hereof shall be entitled to receive from the Company upon written request
of the Holder, at the expense of the Company, a new Warrant bearing the
following legend in place of the restrictive legend set forth hereon:
"THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED
IN SECTION 9 HEREOF TERMINATED ON , AND ARE OF NO FURTHER FORCE AND
EFFECT."
All Warrants issued upon registration of transfer, division or combination of,
or in substitution for, any Warrant or Warrants entitled to bear such legend
shall have a similar legend endorsed thereon. Whenever the restrictions imposed
by this Section shall terminate as to any share of Restricted Common Stock, as
hereinabove provided, the holder thereof shall be entitled to receive from the
Company, at the Company's expense, a new certificate representing such Common
Stock not bearing the restrictive legends set forth in Section 9.1(b) and
Section 9.1(c), as the case may be.
9.4 Listing on Securities Exchange. If the Company shall list any shares of
Common Stock on any securities exchange, it will, at its expense, list thereon,
maintain and, when necessary, increase such listing of, all shares of Common
Stock issued or, to the extent permissible under the applicable securities
exchange rules, issuable upon the exercise or exchange of this Warrant so long
as any shares of Common Stock shall be so listed during any such Exercise Period
or Exchange Period.
10. SUPPLYING INFORMATION
The Company shall cooperate with Holder in supplying such information as
may be reasonably necessary for Holder to complete and file any information
reporting forms presently or hereafter required by the Commission as a condition
to the availability of an exemption from the Securities Act for the sale of any
Warrant or Restricted Common Stock.
11. LOSS OR MUTILATION
Upon receipt by the Company from Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that the written agreement of the Holder shall be sufficient
indemnity), and in case of mutilation upon surrender and cancellation hereof,
the Company will execute and deliver in lieu hereof a new Warrant of like tenor
to Holder; provided, in the case of mutilation, no indemnity shall be required
if this Warrant in identifiable form is surrendered to the Company for
cancellation.
12. OFFICE OF THE COMPANY
As long as any of the Warrants remain outstanding, the Company shall
maintain an office or agency (which may be the principal executive offices of
the Company) where the Warrants may be presented for exercise, registration of
transfer, division or combination as provided in this Warrant.
13. LIMITATION OF LIABILITY
No provision hereof, in the absence of affirmative action by Holder to
purchase shares of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the Company.
14. MISCELLANEOUS
14.1 Nonwaiver and Expenses. No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver of
such right or otherwise prejudice Holder's rights, powers or remedies. If the
Company fails to make, when due, any payments provided for hereunder, or fails
to comply with any other provision of this Warrant, the Company shall pay to
Holder such amounts as shall be sufficient to cover any reasonable costs and
expenses including, but not limited to, reasonable attorneys' fees, including
those of appellate proceedings, incurred by Holder in collecting any amounts due
pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.
14.2 Notice Generally. Except as may be otherwise provided herein, any notice or
other communication or delivery required or permitted hereunder shall be in
writing and shall be sent by facsimile with a copy delivered personally or sent
by a nationally recognized overnight courier service, and shall be deemed given
when so delivered personally or by overnight courier service, as follows:
<PAGE>
(1) if to the Company, to:
WORLD DIAGNOSTICS, INC.
15271 NW 60th Avenue,
Miami Lakes, Florida 33014
Attention: Ken Peters
Telephone: (305) 827-3304
Facsimile: (305) 827-3304
With a copy to:
Herrick, Feinstein LLP
2 Park Avenue,
New York, New York 10016
Attention: Craig R. Parker, Esq.
Telephone: (212) 592-1400
Facsimile: (212) 592-1500
(2) if to the Holder, to:
--------------------------
-----------------------
--------------------------
Attention:
Telephone: _________________
Facsimile: _________________
<PAGE>
The Company or the Holder may change the foregoing address by notice given
pursuant to this Section 14.2.
14.3 Indemnification. (a) The Company agrees to indemnify and hold harmless
Holder from and against any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against Holder in any manner relating to or arising out of any failure by the
Company to perform or observe in any material respect any of its covenants,
agreements, undertakings or obligations set forth in this Warrant; provided,
however, that the Company will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, attorneys' fees, expenses or disbursements are found in a final
non-appealable judgment by a court to have resulted from Holder's gross
negligence, bad faith or willful misconduct in its capacity as a stockholder or
warrant holder of the Company.
(a) The Holder agrees to indemnify and hold harmless the Company
from and against any liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, attorneys' fees, expenses and
disbursements of any kind which may be imposed upon, incurred by or asserted
against the Company in any manner relating to or arising out of any failure by
the Holder to perform or observe in any material respect any of its covenants,
agreements, undertakings or obligations set forth in this Warrant; provided,
however, that the Holder will not be liable hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, attorneys' fees, expenses or disbursements are found in a final
non-appealable judgment by a court to have resulted from the Company's gross
negligence, bad faith or willful misconduct.
14.4 Remedies. The Company and Holder in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under Section 9 of this Warrant. The Company
and Holder agree that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of Section 9 of
this Warrant and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.
14.5 Successors and Assigns. Subject to the provisions of Sections 3.1 and 9,
this Warrant and the rights evidenced hereby shall inure to the benefit of and
be binding upon the successors of the Company and the permitted successors and
assigns of Holder. The provisions of this Warrant are intended to be for the
benefit of all Holders from time to time of this Warrant and, with respect to
Section 9 hereof, holders of Warrant Shares and Exchange Shares, and shall be
enforceable by any such Holder or holder of such Shares.
14.6 Amendment. This Warrant and all other Warrants may be modified or
amended or the provisions hereof waived with the written consent of the
Company and the Holder.
14.7 Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Warrant.
14.8 Headings. The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.
14.9
<PAGE>
Governing Law. This Warrant shall be governed by the laws of the
State of Delaware, without regard to the provisions thereof relating to
conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed and its corporate seal to be impressed hereon and attested by its
Secretary or an Assistant Secretary.
Dated: ____________, 2000
<PAGE>
THE COMPANY:
-----------
WORLD DIAGNOSTICS, INC.
By:
<PAGE>
[SEAL]
<PAGE>
EXHIBIT A
SUBSCRIPTION FORM
[To be executed only upon exercise of Warrant]
The undersigned registered owner of this Warrant irrevocably
exercises this warrant for the purchase of Shares of Common Stock of World
Diagnostics, Inc. and herewith makes payment therefor, all at the price and on
the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any securities
or other property issuable upon such exercise) be issued in the name of and
delivered to
whose address is and, if such shares of Common Stock shall not include all of
the shares of Common Stock issuable as provided in this Warrant, that a new
Warrant of like tenor and date for the balance of the shares of Common Stock
issuable hereunder be delivered to the undersigned.
<PAGE>
(Name of Registered Owner)
(Signature of Registered Owner)
(Street Address)
(City) (State) (Zip Code)
<PAGE>
NOTICE: The signature on this subscription must correspond with the name
as written upon the face of the within Warrant in every particular,
without alteration or enlargement or any change whatsoever.
<PAGE>
EXHIBIT B
NOTICE OF EXCHANGE FORM
[To be executed only upon exchange of Warrant]
The undersigned registered owner of this
Warrant irrevocably exercises its right to exchange _____ Warrants for Shares of
Common Stock of World Diagnostics, Inc. on the terms and conditions specified in
this Warrant and requests that certificates for the shares of Common Stock
hereby exchanges for (and any securities or other property issuable upon such
exchange) be issued in the name of and delivered to Holder and, if such shares
of Common Stock shall not include all of the shares of Common Stock issuable as
provided in this Warrant, that a new Warrant of like tenor and date for the
balance of the shares of Common Stock issuable hereunder be delivered to the
undersigned.
<PAGE>
(Name of Registered Owner)
(Signature of Registered Owner)
(Street Address)
(City) (State) (Zip Code)
<PAGE>
NOTICE: The signature on this notice must correspond with the
name as written upon the face of the within Warrant in every
particular, without alteration or enlargement or any change
whatsoever.[To be executed only upon exchange of Warrant]
<PAGE>
EXHIBIT C
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned registered
owner of this Warrant hereby sells, assigns and transfers unto the Assignee
named below all of the rights of the undersigned under this Warrant, with
respect to the number of shares of Common Stock set forth below:
Name and Address of Assignee No. of Shares of
---------------------------- --------------
Common Stock
and does hereby irrevocably constitute and appoint
attorney-in-fact to register such transfer on the books of
maintained for the purpose, with full power of substitution in the premises.
Dated: Print Name:
------------------
Signature:
Witness:
<PAGE>
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the within Warrant in every particular,
without alteration or enlargement or any change whatsoever.
<PAGE>
EXHIBIT D
HOLDBACK AGREEMENT
, 2000
World Diagnostics, Inc.
15271 NW 60th Avenue,
Miami Lakes, Florida 33014
Re: Holdback Agreement (this "Agreement")
-------------------------------------
Gentlemen:
The undersigned hereby agrees and acknowledges, for the benefit of
World Diagnostics, Inc. (the "Company") and its successors and assigns and the
holders of the Company's Common Stock, par value $.001 per share ("Common
Stock"), and other securities that:
1. The undersigned is the record and beneficial owner of (i) shares of
Common Stock, and (ii) Warrants (the "Warrants") of the Company dated the date
hereof to purchase or otherwise acquire Common Stock, both of which have been
issued to the undersigned by the Company for valid consideration pursuant to a
Subscription Agreement dated the date hereof by and between the Company and the
undersigned.
2. Unless otherwise defined herein, capitalized terms used herein have
the meanings ascribed to them in the Warrants.
3. Effective upon the date (the "Effective Date") the undersigned
exercises its exchange right set forth in Section 2.2 of the Warrants (without
any further action on behalf of the Company or the undersigned), during the
period commencing on the Effective Date and ending on the date which is eighteen
(18) months from the Effective Date (the "Termination Date"):
(a) the undersigned shall not sell, transfer, encumber,
pledge or otherwise dispose of any Common Stock or Exchange
Shares; and
(b) neither the undersigned, any of its affiliates, nor any
person acting on its or their behalf, shall, directly or
indirectly, at any time prior to the Termination Date:
(i) enter into any put option, short position or engage
in any trading activities, hedging transactions or other
activities with respect to the Common Stock or other of
the Company's securities that could reasonably be
expected to influence the market price of the Common
Stock or such other securities; or
(ii) sell the Common Stock or the Exchange Shares in a
transaction that is effected at a price which is lower
than the quoted bid price of the Common Stock at the
time of sale.
4. Following the Termination Date, neither the undersigned, any of its
affiliates, nor any person acting on its or their behalf, shall, directly or
indirectly, sell, during a calendar month within the first four months after the
Termination Date, a number of shares of Common Stock which is greater than
twenty five percent (25%) of, in the aggregate, the number of shares of Common
Stock and Exchange Shares acquired by the undersigned pursuant to the
Subscription Agreement and Warrants, in both cases as such number of shares of
Common Stock and Exchange shares may be adjusted pursuant to the terms of the
subscription Agreement and Warrants.
5. Notwithstanding anything to the contrary herein, the restrictions set
forth in this Agreement shall terminate in their entirety, and shall be of no
force or effect, if the Company shall sell, transfer or otherwise dispose of all
or substantially all of its property, assets or business, whether by sale,
consolidation or merger with or into another entity (where the Company or its
affiliate is not the surviving corporation) or otherwise.
6. The undersigned recognizes and acknowledges that Company has entered
into the Subscription Agreement and issued the Warrants to the undersigned in
consideration of the undersigned's entering into this Agreement; that the
Company is a new development stage technology Company in need of a stable market
for its Common Stock; and that the Common Stock is subject to volatility.
Accordingly, in the event of a breach or default by one or more of the parties
hereto of the terms and conditions of this Agreement, the damages to the Company
may be impossible to ascertain and it will not have an adequate remedy at law.
In the event of any such breach or default in the performance of the terms and
provisions of this Agreement, any party aggrieved thereby shall be entitled to
institute and prosecute proceedings, either at law or in equity, to enforce the
specific performance of the terms and provisions of this Agreement, to enjoin
further violations of the terms and provisions of this Agreement and/or to
obtain damages. Such remedies shall, however, be cumulative and not exclusive
and shall be in addition to any other remedies which any party may have under
this Agreement or at law.
7. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without regard to the
conflicts of law doctrine of such state. All actions against the parties to this
Agreement arising under or relating to this Agreement shall be brought
exclusively in the appropriate federal court in the County of New York, State of
New York. Each of the parties hereto agrees to submit to personal jurisdiction
and to waive any objection as to venue in the County of New York, State of New
York. Service of process on any party hereto in any action arising out of or
relating to this Agreement shall be effective if mailed to such party as set
forth in the Subscription.
<PAGE>
8. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective permitted successors and assigns, and if the
undersigned is an individual, to his or her heirs and legal representatives.
9. If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and only to the extent such provision shall be held to be invalid or
unenforceable and shall not in any way affect the validity or enforceablity of
the other provisions hereof, all of which provisions are hereby declared
severable, and this letter agreement shall be carried out as if such invalid or
unenforceable provision or portion thereof was not embodied herein.
10. Neither this Agreement nor any provisions hereof shall be waived,
modified, discharged, or terminated except by an instrument in writing signed by
the party against whom any such waiver, modification, discharge, or termination
is sought.
11. This Agreement is being delivered to you in triplicate. If this
Agreement accurately reflects our understanding, please sign all copies of this
Agreement in the space provided below, and return one fully executed Agreement
to my attention upon acceptance of my subscription pursuant to the Subscription
Agreement, whereupon this Agreement shall become a legal obligation. This
Agreement may be executed in counterparts, each of which shall constitute an
integral part of one and the same original Agreement.
Sincerely yours,
By: ___________________
Name:
Acknowledged and Agreed:
World Diagnostics, Inc.
By: ___________________________
Name:
Title:
