Common use of ADVANCEPCS Clause in Contracts

ADVANCEPCS. By: --------------------------------------------------- David D. Halbert Chairman of the Board and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Officer ARKANSAS BLUE CROSS AND BLUE SHIELD By: --------------------------------------------------- Name: ------------------------------------------------- Title: ------------------------------------------------ EXHIBITS Exhibit A Warrant Certificate Exhibit B Stockholders Agreement EXHIBIT A THIS WARRANT AND THE UNDERLYING SHARES HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. WARRANT NO. 1 For Purchase of Shares of Common ▇▇▇▇▇ ▇▇ AdvancePCS APRIL 1, 2003 THIS CERTIFIES THAT Arkansas Blue Cross and Blue Shield ("Client"), or registered transferees or assigns, is entitled, subject to the terms and conditions set forth in this Warrant, to purchase from AdvancePCS, a Delaware corporation (the "Company"), 2,900 (the "Exercise Number") fully paid and nonassessable shares of Common Stock, $0.01 par value per share, of the Company (the "Common Stock"), at any time during the Exercise Period upon payment in full of the Exercise Price. The Total Exercise Number and Exercise Price shall be subject to adjustment as set forth in the Warrant Agreement referred to below. This Warrant is issued pursuant to a Warrant Agreement between Client and the Company dated as of November 5, 2001 (the "Warrant Agreement"), and is subject to all the terms thereof, including the limitations on transferability set forth therein. Capitalized terms used herein as defined terms but not otherwise defined shall have the meaning assigned to such term in the Warrant Agreement. This Warrant may be exercised, by the holder hereof, for all shares of Common Stock covered hereby, by the presentation and surrender of this Warrant together with the duly executed Election to Purchase in the form attached as hereto, at the principal office of the Company (or at such other address as the Company may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company), and upon payment to the Company of the Exercise Price and execution of the Stockholders Agreement as set forth in the Warrant Agreement.

ADVANCEPCS. By: --------------------------------------------------- ------------------------------ David D. Halbert Chairman of the Board and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Officer ARKANSAS BLUE CROSS AND BLUE SHIELD By: --------------------------------------------------- Name: ------------------------------------------------- Title: ------------------------------------------------ EXHIBITS Exhibit A Warrant Certificate Exhibit B Stockholders Agreement EXHIBIT A THIS WARRANT AND THE UNDERLYING SHARES HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. WARRANT NO. 1 For Purchase of Shares of Common Cha▇▇▇▇▇ ▇▇ AdvancePCS APRIL 1▇▇▇ ▇▇▇rd and Chief Executive Officer ELECTION TO PURCHASE TO: ADVANCE PARADIGM, 2003 THIS CERTIFIES THAT Arkansas Blue Cross INC. (the "Company") The undersigned, owner of the accompanying Warrant hereby irrevocably exercises the option to purchase _____ shares of Common Stock in accordance with the terms of such Warrant, directs that the shares issuable and Blue Shield deliverable upon such purchase (together with any check for a fractional interest) be issued in the name of and delivered to the undersigned, and makes payment in full therefor at the Exercise Price provided or referenced in such Warrant. COMPLETE FOR REGISTRATION OF SHARES OF COMMON STOCK ON THE STOCK TRANSFER RECORDS MAINTAINED BY THE COMPANY: -------------------------------------------------------------------------------- Name of Warrant Holder -------------------------------------------------------------------------------- Address -------------------------------------------------------------------------------- Federal ID Tax Number or Social Security Number -------------------------------------------------------------------------------- Date of Exercise (must be at least fifteen days after the date of this Notice) ------------------------------ Signature ------------------------------ Title ------------------------------ Date CASHLESS EXERCISE FORM [TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT PURSUANT TO A CASHLESS EXERCISE] The undersigned owner of the accompanying Warrant ("ClientHolder"), or registered transferees or assigns, is entitled, subject ) hereby irrevocably elects to exchange [all/part] of the terms and conditions set forth in this Warrant, to purchase from AdvancePCS, a Delaware corporation Warrant for such number of shares of Common Stock of AdvancePCS (the "Company"), 2,900 (the "Exercise Number") fully paid and nonassessable shares of Common Stock, $0.01 par value per share, of the Company (the "Common Stock"), at any time during the Exercise Period upon payment in full of the Exercise Price. The Total Exercise Number and Exercise Price shall be subject to adjustment as set forth on the calculation attached hereto pursuant to the Cashless Exercise provisions in the Warrant Agreement referred to below. This Warrant is issued pursuant to and requests that a Warrant Agreement between Client and certificate (or ______ certificates in denominations of shares) for the Company dated as of November 5, 2001 (the "Warrant Agreement"), and is subject to all the terms thereof, including the limitations on transferability set forth therein. Capitalized terms used herein as defined terms but not otherwise defined shall have the meaning assigned to such term in the Warrant Agreement. This Warrant may be exercised, by the holder hereof, for all shares of Common Stock covered herebyissuable thereunder (and any securities upon such exercise) be issued in the name of the delivered to Holder and, by if such shares of Common Stock shall not include all of the presentation shares of Common Stock issuable as provided in the Warrant, that a new Warrant of like tenor and surrender date for the balance of the Share of Common Stock issuable hereunder be delivered to the Holder. ------------------------------------------------- Name of Warrant Holder ------------------------------------------------- Address ------------------------------------------------- Federal Tax ID Number or Social Security Number ------------------------------------------------- Date of Exercise (must be at least fifteen days after that date of this Warrant together with the duly executed Election to Purchase in the form attached as hereto, at the principal office of the Company (or at such other address as the Company may designate by notice in writing to the holder hereof at the address of such holder appearing on the books of the Company), and upon payment to the Company of the Exercise Price and execution of the Stockholders Agreement as set forth in the Warrant Agreement.Notice) ------------------------------ Signature ------------------------------ Title ------------------------------ Date CALCULATION OF CASHLESS EXERCISE