EXHIBIT 4.3
WARRANT AGREEMENT dated as of December 29, 1997 between Amedisys, Inc., a
Delaware corporation (the "Company"), and Xxxxxx Capital Partners, L.P.
(hereinafter referred to as the "Placement Agent").
W I T N E S S E T H:
WHEREAS, the Company proposes to issue to the Placement Agent warrants (the
"Warrants") to purchase up to 56,000 (as such number may be adjusted from time
to time pursuant to Article 8 of this Agreement) shares (the "Shares") of
preferred stock, par value $.001 per share (the "Preferred Shares"), of the
Company; and
WHEREAS, the Placement Agent has agreed, pursuant to the placement agent
agreement (the "Placement Agent Agreement") dated as of December 8, 1997 between
the Placement Agent and the Company, to act as the placement agent in connection
with the Company's proposed private offering (the "Private Placement") of up to
80 Units (the "Units"), each Unit consisting of 10,000 Preferred Shares, at an
offering price of $100,000 per Unit; and
WHEREAS, the Warrants issued pursuant to this Agreement are being issued by
the Company to the Placement Agent and/or to its designees, in consideration
for, and as part of the Placement Agent's compensation in connection with, the
Placement Agent acting as the placement agent pursuant to the Placement Agent
Agreement;
NOW, THEREFORE, in consideration of the premises, the agreements herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Grant.
The Placement Agent, and/or its designees are hereby granted the right to
purchase, at any time from December 29, 1997 until 5:00 P.M., New York time, on
December 29, 2002 (the "Warrant Exercise Term"), up to 56,000 fully-paid and
non-assessable Shares (700 Shares for each Unit sold (and such pro rata number
of shares for each partial Unit sold) in the Private Placement) at an initial
exercise price (subject to adjustment as provided in Article 8 hereof) of $10.00
per Share. The terms, preferrences, privileges and rights of the Preferred
Shares are as set forth in the Confidential Private Term Sheet dated December 8,
1997.
2. Warrant Certificates.
The warrant certificates delivered and to be delivered pursuant to this
Agreement (the "Warrant Certificates") shall be in the form set forth in Exhibit
A attached hereto and made a part hereof, with such appropriate insertions,
omissions, substitutions and other variations as required or permitted by this
Agreement.
3. Exercise of Warrant.
The Warrants initially are exercisable at a price of $10.00 per Share,
payable in cash or by check to the order of the Company, or any combination
thereof, subject to adjustment as provided in Article 7 hereof. Upon surrender
of the Warrant Certificate with the annexed Form of Election to Purchase duly
executed, together with payment of the Exercise Price (as hereinafter defined)
for the Shares purchased, at the Company's principal offices (currently located
at 0000 X. Xxxxxxxx Xxxxxx Xxxx., Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxx 70816) the
registered holder of a Warrant Certificate ("Holder" or "Holders") shall be
entitled to receive a certificate or certificates for the Shares so purchased.
The purchase rights represented by each Warrant Certificate are exercisable at
the option of the Holder thereof, in whole or in part (but not as to fractional
Shares). In the case of the purchase of less than all the Shares purchasable
-2-
under any Warrant Certificate, the Company shall cancel said Warrant Certificate
upon the surrender thereof and shall execute and deliver a new Warrant
Certificate of like tenor for the balance of the Shares purchasable thereunder.
In the event that the Shares automatically convert into shares of Common Stock
(the "Conversion Shares"), par value $.001 per share of the Company (the "Common
Shares"), upon exercise of the Warrants as provided for in this Section 3, the
Holder of a Warrant Certificate shall be entitled to receive a certificate or
certificates for the number of Conversion Shares issuable upon exercise of the
Shares so purchased.
4. Issuance of Certificates.
Upon the exercise of the Warrants, the issuance of certificates for the
Shares or Conversion Shares, as the case may be, purchased shall be made
forthwith (and in any event within three (3) business days thereafter) without
charge to the Holder thereof including, without limitation, any tax which may be
payable in respect of the issuance thereof, and such certificates shall be
issued in the name of, or in such names as may be directed by, the Holder
thereof; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any such certificates in a name other than that of the Holder and
the Company shall not be required to issue or deliver such certificates unless
or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
The Warrant Certificates and the certificates representing the Shares
and/or Conversion Shares shall be executed on behalf of the Company by the
manual or facsimile signature of the present or any future Chairman or Vice
Chairman of the Board of Directors, Chief Executive Officer or President or Vice
President of the Company under its corporate seal
-3-
reproduced thereon, attested to by the manual or facsimile signature of the
present or any future Secretary or Assistant Secretary of the Company. Warrant
Certificates shall be dated the date of execution by the Company upon initial
issuance, division, exchange, substitution or transfer.
Upon exercise, in part or in whole, of the Warrants, certificates
representing the Shares or Conversion Shares, as the case may be, shall bear a
legend substantially similar to the following:
"The securities represented by this certificate have not been registered
for purposes of public distribution under the Securities Act of 1933, as
amended (the "Act"), and may not be offered or sold except (i) pursuant to
an effective regis tration statement under the Act, (ii) to the extent
applicable, pursuant to Rule 144 under the Act (or any similar rule under
such Act relating to the disposition of securities), or (iii) upon the
delivery by the holder to the Company of an opinion of counsel, reasonably
satisfactory to counsel to the Company, stating that an exemption from
registration under such Act is available."
5. Price.
5.1. Initial and Adjusted Exercise Price. The initial exercise price of
each Warrant shall be $10.00 per Share (or per the number of Conversion Shares
issuable upon exercise of one Share).
5.2. Exercise Price. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.
6. Registration Rights.
6.1. Registration Under the Securities Act of 1933; Restriction on
Transfer. None of the Warrants, Shares or Conversion Shares have been registered
for purposes of public distribution under the Securities Act of 1933, as amended
(the "Act"). The Holders agree not to sell, transfer, pledge, hypothecate or
otherwise dispose of any of the Shares or
-4-
Conversion Shares pursuant to a registration statement or otherwise until 120
days following the final closing date of the Private Placement.
6.2. Registrable Securities. As used herein the term "Registrable Security"
means each of the Conversion Shares and any Common Shares issued upon any stock
split or stock dividend in respect of such Shares; provided, however, that with
respect to any particular Registrable Security, such security shall cease to be
a Registrable Security when, as of the date of determination, (i) it has been
effectively registered under the Act and disposed of pursuant thereto, (ii)
registration under the Act is no longer required for the subsequent public
distribution of such security or (iii) it has ceased to be outstanding. The term
"Registrable Securities" means any and/or all of the securities falling within
the foregoing definition of a "Registrable Security." In the event of any
merger, reorganization, consolidation, recapitalization or other change in
corporate structure affecting the Common Shares, such adjustment shall be
made in the definition of "Registrable Security" as is appropriate in order to
prevent any dilution or enlargement of the rights granted pursuant to this
Article 6.
6.3. Piggyback Registration. If, at any time during the five years
following the final closing date of the Private Placement, the Company proposes
to prepare and file one or more registration statements (including in connection
with an initial public offering of its securities) or post-effective amendments
thereto covering equity or debt securities of the Company, or any such
securities of the Company held by its shareholders (in any such case, other than
in connection with a merger, acquisition or pursuant to Form S-8 or successor
form), (for purposes of this Article 6, collectively, the "Registration
Statement"), it will give written notice of its intention to do so by registered
mail ("Notice"), at least thirty (30) days prior to the filing of each such
Registration Statement, to all holders of the Registrable Securities. Upon the
written
-5-
request of such a holder (a "Requesting Holder"), made within twenty (20) days
after receipt of the Notice, that the Company include any of the Requesting
Holder's Registrable Securities in the proposed Registration Statement, the
Company shall, as to each such Requesting Holder, use its best efforts to effect
the registration under the Act of the Registrable Securities which it has been
so requested to register ("Piggyback Registration"), at the Company's sole cost
and expense and at no cost or expense to the Requesting Holders (except as
provided in Section 6.5(b) hereof); provided, however, that if, in the written
opinion of the Company's managing underwriter, if any, for such offering, the
inclusion of all or a portion of the Registrable Securities requested to be
registered, when added to the securities being registered by the Company or the
selling shareholder(s), will exceed the maximum amount of the Company's
securities which can be marketed (i) at a price reasonably related to their then
current market value, or (ii) without otherwise materially adversely affecting
the entire offering, then the Company may exclude from such offering all or a
portion of the Registrable Securities which it has been requested to register.
If securities are proposed to be offered for sale pursuant to such
Registration Statement by other security holders of the Company and the total
number of securities to be offered by the Requesting Holders and such other
selling security holders is required to be reduced pursuant to a request from
the managing underwriter (which request shall be made only for the reasons and
in the manner set forth above) the aggregate number of Registrable Securities to
be offered by Requesting Holders pursuant to such Registration Statement shall
equal the number which bears the same ratio to the maximum number of securities
that the underwriter believes may be included for all the selling security
holders (including the Requesting Holders) as the original number of Registrable
Securities proposed to
-6-
be sold by the Requesting Holders bears to the total original number of
securities proposed to be offered by the Requesting Holders and the other
selling security holders.
If, subsequent to exercise of the demand registration right referred to in
Section 6.4 below, any Registrable Securities requested to be included in a
Piggyback Registration are not so included because of the operation of the
proviso of the first paragraph of this Section 6.3, then the holders of such
excluded Registrable Securities shall have the right to require the Company, at
its expense, to prepare and file another Registration Statement under the Act
covering such Registrable Securities, provided that, if the underwriter so
requests, such Registrable Securities shall not be sold until the expiration of
120 days from the effective date of the offering that gave rise to the piggyback
registration rights that are the subject of this Section 6.3.
6.4 Demand Registration.
(a) At any time following the initial closing date of the Private
Placement, any "Majority Holder" (as such term is defined in Section 6.4(c)
below) of the Registrable Securities shall have the right (which right is in
addition to the piggyback registration rights provided for under Section 6.3
hereof), exercisable by written notice to the Company (the "Demand Registration
Request"), to have the Company prepare and file with the Securities and Exchange
Commission (the "Commission"), on one occasion, at the sole expense of the
Company (except as provided in Section 6.5(b) hereof), a Registration Statement
and such other documents, including a prospectus, as may be necessary (in the
opinion of both counsel for the
-7-
Company and counsel for such Majority Holder), in order to comply with the
provisions of the Act, so as to permit a public offering and sale of the
Registrable Securities by the holders thereof. The Company shall use its best
efforts to cause the Registration Statement to become effective under the Act,
so as to permit a public offering and sale of the Registrable Securities by the
holders thereof. Once effective, the Company will use its best efforts to
maintain the effectiveness of the Registration Statement until the earlier of
(i) the date that all of the Registrable Securities have been sold or (ii) the
date that the holders of the Registrable Securities receive an opinion of
counsel to the Company that all of the Registrable Securities may be freely
traded (without limitation or restriction as to quantity or timing and without
registration under the Act) under rule 144(k) promulgated under the Act or
otherwise.
(b) The Company covenants and agrees to give written notice of any Demand
Registration Request to all holders of the Registrable Securities within ten
(10) business days from the date of the Company's receipt of any such Demand
Registration Request. After receiving notice from the Company as provided in
this Section 6.4(b), holders of Registrable Securities may request the Company
to include their Registrable Securities in the Registration Statement to be
filed pursuant to Section 6.4(a) hereof by notifying the Company of their
decision to have such securities included within ten (10) days of their receipt
of the Company's notice. Any Demand Registration Request by a Majority Holder
shall be binding on all other Holders, whether or not such Holders include their
Registrable Securities.
(c) The term "Majority Holder" as used in Section 6.4 hereof shall mean any
holder or any combination of holders of Registrable Securities, if included in
such holders' Registrable Securities are that aggregate number of Common Shares
(including Common Shares already issued and Common Shares issuable upon
conversion of Shares outstanding and
-8-
upon conversion of Shares issuable pursuant to the exercise of outstanding
Warrants) as would constitute a majority of the aggregate number of Conversion
Shares (including Shares or Conversion Shares already issued and Shares or
Conversion Shares issuable pursuant to the exercise of outstanding Warrants)
included in all the Registrable Securities.
6.5. Covenants of the Company With Respect to Registration. The Company
covenants and agrees as follows:
(a) In connection with any registration under Section 6.4 hereof, the
Company shall file the Registration Statement as expeditiously as possible, but
in any event no later than thirty (30) business days following receipt of any
demand therefor, shall use its best efforts to have any such Registration
Statement declared effective at the earliest possible time, and shall furnish
each holder of Registrable Securities such number of prospectuses as shall
reasonably be requested.
(b) The Company shall pay all costs, fees and expenses (other than
underwriting fees, discounts and nonaccountable expense allowance applicable to
the Registrable Securities and the fees and expenses of counsel retained by the
holders of Registrable Securities) in connection with all Registration
Statements filed pursuant to Sections 6.3 and 6.4(a) hereof including, without
limitation, the Company's legal and accounting fees, printing expenses, and blue
sky fees and expenses.
(c) The Company will take all necessary action which may be required in
qualifying or registering the Registrable Securities included in the
Registration Statement for offering and sale under the securities or blue sky
laws of such states as are reasonably requested by the holders of such
securities.
-9-
(d) The Company hereby agrees to indemnify any holder of the Registrable
Securities to be sold pursuant to any Registration Statement and any underwriter
or person deemed to be an underwriter under the Act and each person, if any, who
controls such holder or underwriter or person deemed to be an underwriter within
the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage,
expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
from such registration statement to the same extent and with the same effect as
the provisions pursuant to which the Company has agreed to indemnify the
Placement Agent as set forth in Section 11 of the Placement Agent Agreement and
to provide for just and equitable contribution as set forth in Section 11 of the
Placement Agent Agreement.
(e) Any holder of Registrable Securities to be sold pursuant to a
registration statement, and such Holder's successors and assigns, shall
severally, and not jointly, indemnify, the Company, its officers and directors
and each person, if any, who controls the Company within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage or expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such holder, or such Holder's
successors or assigns, for specific inclusion in such Registration Statement to
the same extent and with the same effect as the provisions pursuant to which the
Placement Agent has agreed to indemnify the Company as set
-10-
forth in Section 11 of the Placement Agent Agreement and to provide for just and
equitable contribution as set forth in Section 11 of the Placement Agent
Agreement.
(f) Nothing contained in this Agreement shall be construed as requiring
any Holder to exercise the Warrants held by such Holder prior to the initial
filing of any registration statement or the effectiveness thereof.
(g) If the Company shall fail to comply with the provisions of this
Article 6, the Company shall, in addition to any other equitable or other relief
available to the holders of Registrable Securities, be liable for any or all
incidental, special and consequential damages sustained by the holders of
Registrable Securities, requesting registration of their Registrable Securities.
(h) The Company shall promptly deliver copies of all correspondence
between the Commission and the Company, its counsel or auditors and all
memoranda relating to discussions with the Commission or its staff with respect
to the Registration Statement to each holder of Registrable Securities included
for such registration in such Registration Statement pursuant to Section 6.3
hereof or Section 6.4 hereof requesting such correspondence and memoranda and to
the managing underwriter, if any, of the offering in connection with which such
Holder's Registrable Securities are being registered and shall permit each
holder of Registrable Securities and such underwriter to do such reasonable
investigation, upon reasonable advance notice, with respect to information
contained in or omitted from the Registration Statement as it deems reasonably
necessary to comply with applicable securities laws or rules of the National
Association of Securities Dealers, Inc. Such investigation shall include access
to books, records and properties and opportunities to discuss the business of
the Company with its officers and independent auditors, all to such
-11-
reasonable extent and at such reasonable times and as often as any such holder
of Registrable Securities or underwriter shall reasonably request.
7. Exchange and Replacement of Warrant Certificates.
Each Warrant Certificate is exchangeable without expense, upon the
surrender thereof by the registered Holder at the principal executive office of
the Company, for a new Warrant Certificate of like tenor and date representing
in the aggregate the right to purchase the same number of securities in such
denominations as shall be designated by the Holder thereof at the time of such
surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrant
Certificate, if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor, in lieu thereof.
8. Elimination of Fractional Interests.
The Company shall not be required to issue certificates representing
fractions of Shares, nor shall it be required to issue scrip or pay cash in lieu
of fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up to the nearest whole
number of Shares.
9. Reservation and Listing of Securities.
The Company shall at all times reserve and keep available out of its
authorized Preferred Shares, solely for the purpose of issuance upon the
exercise of the Warrants, such number of Preferred Shares as shall be issuable
upon the exercise thereof. The Company
-12-
covenants and agrees that, upon exercise of the Warrants and payment of the
Exercise Price therefor, all Shares issuable upon such exercise shall be duly
and validly issued, fully paid, non-assessable and not subject to the preemptive
rights of any shareholder. For as long as the Warrants shall be outstanding, the
Company shall use its best efforts to cause all Common Shares issuable upon
conversion of the Shares issuable upon the exercise of the Warrants to be listed
on or quoted by NASDAQ or listed on such national securities exchange, in the
event the Common Shares are listed on a national securities exchange.
10. Notices to Warrant Holders.
Nothing contained in this Agreement shall be construed as conferring upon
the Holder or Holders the right to vote or to consent or to receive notice as a
shareholder in respect of any meetings of shareholders for the election of
directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of
the Warrants and their exercise, any of the following events shall occur:
(a) the Company shall take a record of the holders of its Common
Shares or Preferred Shares for the purpose of entitling them to
receive a dividend or distribution payable otherwise than in cash, or
a cash dividend or distribution payable otherwise than out of current
or retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company; or
(b) the Company shall offer to all the holders of its Common
Shares or Preferred Shares any additional shares of capital stock of
the Company or securities convertible into or exchangeable for shares
of capital stock of the Company, or any option, right or warrant to
subscribe therefor; or
-13-
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business as an
entirety shall be proposed; or
(d) reclassification or change of the outstanding Common Shares
or Preferred Shares (other than a change in par value to no par value,
or from no par value to par value, or as a result of a subdivision or
combination), consolidation of the Company with, or merger of the
Company into, another corporation (other than a consolidation or
merger in which the Company is the surviving corporation and which
does not result in any reclassification or change of the outstanding
Common Shares, except a change as a result of a subdivision or
combination of such shares or a change in par value, as aforesaid), or
a sale or conveyance to another corporation of the property of the
Company as an entirety is proposed; or
(e) The Company or an affiliate of the Company shall propose to
issue any rights to subscribe for Common Shares or any other
securities of the Company or of such affiliate to all the shareholders
of the Company;
then, in any one or more of said events, the Company shall give written notice
to the Holder or Holders of such event at least twenty (20) days prior to the
date fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, options or
warrants, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of closing
the transfer books, as the case may be. Failure to
-14-
give such notice or any defect therein shall not affect the validity of any
action taken in connection with the declaration or payment of any such dividend
or distribution, or the issuance of any convertible or exchangeable securities
or subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.
11. Notices.
All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made when delivered,
or mailed by registered or certified mail, return receipt requested:
(a) If to a registered Holder of the Warrants, to the address of
such Holder as shown on the books of the Company; or
(b) If to the Company, to the address set forth in Section 3 of
this Agreement or to such other address as the Company may designate
by notice to the Holders.
12. Supplements and Amendments.
The Company and the Placement Agent may from time to time supplement
or amend this Agreement without the approval of any Holders of Warrant
Certificates in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Placement Agent may deem
necessary or desirable and which the Company and the Placement Agent deem not to
adversely affect the interests of the Holders of Warrant Certificates.
-15-
13. Successors.
All the covenants and provisions of this Agreement by or for the
benefit of the Company and the Holders inure to the benefit of their respective
successors and assigns hereunder.
14. Termination.
This Agreement shall terminate at the close of business on December
29, 2005. Notwithstanding the foregoing, this Agreement will terminate on any
earlier date when all Warrants have been exercised and all the Shares issuable
upon exercise of the Warrants have been resold to the public; provided, however,
that the provisions of Section 6 shall survive any termination pursuant to this
Section 15 until the close of business on December 29, 2008.
15. Governing Law.
This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the laws of said State, except to
the extent that the Delaware General Corporation Law mandatorily applies.
16. Benefits of This Agreement.
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company and the Placement Agent and any other
registered holder or holders of the Warrant Certificates, Warrants or the Shares
any legal or equitable right, remedy or claim under this Agreement; and this
Agreement shall be for the sole and exclusive benefit of the Company and the
Placement Agent and any other holder or holders of the Warrant Certificates,
Warrants or the Shares.
-16-
17. Counterparts.
This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
AMEDISYS, INC.
By:
------------------------------------
Name:
Title:
Attest:
-------------------------
XXXXXX CAPITAL PARTNERS, L.P.
By: HCP Management Corp.,
General Partner
By:
------------------------------------
Name:
Title:
-17-
EXHIBIT A
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED FOR PURPOSES OF PUBLIC
DISTRIBUTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY
NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144
UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN
OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.
EXERCISABLE ON OR BEFORE
5:00 P.M., NEW YORK TIME, _________, 2002
No. W- _______ Warrants
WARRANT CERTIFICATE
This Warrant Certificate certifies that _______________ ____________
or registered assigns, is the registered holder of _______ Warrants to purchase,
at any time from _______, 1997 until 5:00 P.M. New York City time on ________,
2002 ("Expiration Date"), up to _____ fully-paid and non-assessable shares
("Shares") of the preferred stock, par value $.001 per share (the "Preferred
Shares"), of Amedisys, Inc., a Delaware corporation (the "Company"), at the
initial exercise price, subject to adjustment in certain events (the "Exercise
Price"), of $10.00 per Share upon surrender of this Warrant Certificate and
payment of the Exercise Price at an office or agency of the Company, but subject
to the conditions set forth herein and in the warrant agreement dated as of
____________, 1997 between the Company and Xxxxxx Capital Partners, L.P. (the
"Warrant Agreement"). Payment of the Exercise Price may be made in cash, or by
certified or official bank check in New York Clearing House funds payable to the
order of the Company, or any combination thereof.
No Warrant may be exercised after 5:00 P.M., New York City time, on
the Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to in a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the
Company and the holders (the words "holders" or "holder" meaning the registered
holders or registered holder) of the Warrants.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax, or other governmental charge
imposed in connection therewith.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated: ___________, 1997 AMEDISYS, INC.
By:
--------------------------------------
Name:
Title:
Attest:
-----------------------------
[FORM OF ELECTION TO PURCHASE]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _________ Preferred Shares
and herewith tenders in payment for such securities cash or a certified or
official bank check payable in New York Clearing House Funds to the order of
Amedisys, Inc. in the amount of $ , all in accordance with the terms
hereof. The undersigned requests that a certificate for such securities be
registered in the name of , whose address is
__________________, and that such Certificate be delivered to
__________________, whose address is _____________.
Dated: Signature:
-----------------------------------
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate.)
________________________________
________________________________
(Insert Social Security or Other
Identifying Number of Holder)
[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED
----------------------------------------------
hereby sells, assigns and transfers unto
--------------------------------------------------------------------------
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______________, Attorney, to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.
Dated: Signature:
--------------------------------------
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant
Certificate)
_______________________________
_______________________________
(Insert Social Security or Other
Identifying Number of Assignee)
