HEALTHCARE CAPITAL CORP.
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WARRANT AGREEMENT
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WARRANTS TO PURCHASE 10,000,000 COMMON SHARES
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THIS WARRANT AGREEMENT (this "Agreement") dated as of December 24, 1997
is made and entered into by and between HealthCare Capital Corp., a corporation
organized under the laws of Alberta, Canada (the "Company"), and Warburg Pincus
Ventures, L.P., a Delaware limited partnership (the "Warrantholder").
Subject to the terms and conditions hereof, the Company agrees to issue
to the Warrantholder, pursuant to a Securities Purchase Agreement dated as of
November 21, 1997, by and between the Company and the Warrantholder (the
"Securities Purchase Agreement"), warrants, as hereinafter described and the
form of which is attached hereto as Exhibit 1 (the "Warrants"), to purchase up
to an aggregate of 10,000,000 common shares without par value of the Company
(the "Common Shares"), at a Warrant Price of U.S. $2.40 per Common Share,
subject to adjustment pursuant to Section 6 hereof. As used herein (i) the term
"Shares" shall mean, unless the context otherwise requires, collectively the
Common Shares issuable upon exercise of the Warrants together with any other
securities or other property issuable upon such exercise as provided in Section
6 of this Agreement; (ii) the term "Warrants" shall include any and all warrants
outstanding pursuant to this Agreement, including those evidenced by a
certificate or certificates issued upon division, exchange or substitution
pursuant to this Agreement; and (iii) the term "Warrant Price" shall mean the
price per Share at which Shares shall at any time be purchasable upon exercise
of the Warrants. Terms which are capitalized but not defined herein shall have
the same meanings as in the Securities Purchase Agreement. Any amounts herein
referencing share prices or numbers of shares shall be subject to appropriate
adjustments in the event of any stock splits, consolidations or the like.
For the purpose of defining the terms and provisions of the Warrants and
the respective rights and obligations thereunder, the Company and the
Warrantholder, for value received, hereby agree as follows:
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Section 1. Restrictions on Transfer and Form of Warrants.
1.1. Registration. Certificates evidencing the Warrants shall be
numbered and shall be registered on the books of the Company when issued, in
accordance with Alberta corporate practice.
1.2. Restriction on Transfer of the Warrants. The Warrants shall not be
transferable and may not be sold, assigned, hypothecated or otherwise
transferred by the Warrantholder without the express written consent of the
Company, such consent not to be unreasonably withheld. Any transferee permitted
under this Section 1.2 shall acquire title to such transferred Warrants and to
all rights represented thereby.
1.3. Form of Warrants. The form of certificate evidencing the Warrants
shall be substantially as set forth in Exhibit 1 hereto. Certificates evidencing
the Warrants shall be executed on behalf of the Company by its President or by
any Vice President, shall be attested to by its Secretary or any Assistant
Secretary, and shall be dated as of the date of execution thereof.
1.4. Legends on Warrants and Common Shares. The Warrants, and the Shares
issuable upon the exercise thereof, have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"). Each certificate for
the Warrants shall bear the following legend:
"THE WARRANTS REPRESENTED BY THIS CERTIFICATE, AND THE COMMON
SHARES ISSUABLE UPON EXERCISE OF SUCH WARRANTS, HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY PROVINCE
OF CANADA. SUCH WARRANTS MAY NOT BE SOLD, OFFERED FOR SALE,
ASSIGNED, EXCHANGED, PLEDGED OR HYPOTHECATED OR OTHERWISE
TRANSFERRED, IN ANY MANNER, AND SUCH COMMON SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE. THE WARRANTS REPRESENTED BY THIS
CERTIFICATE MAY NOT BE TRADED IN CANADA EXCEPT AS PERMITTED BY
RELEVANT CANADIAN SECURITIES LAWS."
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Each certificate for the Shares shall bear the following legend:
"THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY PROVINCE
OF CANADA AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED OR OTHERWISE
TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE THIS CERTIFICATE
MAY NOT CONSTITUTE `GOOD DELIVERY' IN SATISFACTION OF A TRADE
MADE ON A STOCK EXCHANGE IN CANADA. THIS CERTIFICATE IS NOT
TRANSFERABLE IN CANADA UNTIL [THE DATE SIX MONTHS FROM THE
CLOSING DATE] EXCEPT PURSUANT TO AN EXEMPTION FROM THE PROSPECTUS
REQUIREMENTS CONTAINED IN THE APPLICABLE SECURITIES LEGISLATION."
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the
Securities Act of the Common Shares represented thereby) shall also bear a like
legend unless, in the opinion of counsel reasonably satisfactory to the Company,
the securities represented thereby need no longer be subject to such
restrictions.
Section 2. Term of Warrants; Exercise of Warrants.
(a) Subject to the terms of this Agreement, the Warrantholder shall have
the right, at any time and from time to time during the period commencing at
9:00 a.m., Pacific Time, on January --, 1998, (the "Commencement Date") and
ending at 5:00 p.m., Pacific Time, on the third anniversary of the Commencement
Date (the "Termination Date") to purchase from the Company up to the number of
fully paid and nonassessable Shares which the Warrantholder may at the time be
entitled to purchase pursuant to this Agreement, upon surrender to the Company
at its principal office of the certificates evidencing the Warrants to be
exercised, with the purchase form, in the form attached hereto as Exhibit 2,
duly completed and signed, and upon payment to the Company of an amount (the
"Exercise Payment") equal to the Warrant Price multiplied by the number of
Shares being purchased pursuant to such exercise, payable in cash, by certified
or official bank check, or by wire transfer. The Company shall use its
reasonable best efforts prior to the Termination Date to obtain any applicable
regulatory approvals of those regulatory agencies having jurisdiction over the
Company in order to extend the Termination Date
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for a further period of two years, in which event the Company's right of
purchase under this Section 2(a) shall end at 5:00 p.m., Pacific Time, on the
fifth anniversary of the Commencement Date.
(b) At any time subsequent to the first anniversary of the Commencement
Date, in lieu of exercising the Warrants as provided in Section 2(a) above, and
subject to all applicable law and all applicable regulatory approvals,
limitations and restrictions, the Warrantholder may elect to receive, without
any cash payment, a number of Shares equal to the value (as determined below) of
any or all of the Warrants held of record by the Warrantholder, upon surrender
to the Company at its principal office of the certificates evidencing such
Warrants, with the attached cashless exercise form attached hereto as Exhibit 3
duly completed and signed, in which event the Company shall issue to the
Warrantholder a number of Shares computed using the following formula:
X = Y(A-B)
------
A
where
X = the number of Common Shares to be issued pursuant to
this Section 2(b).
Y = the number of Common Shares issuable upon exercise of
the surrendered Warrants.
A = the average of the Market Prices of the Common Shares
for the sixty (60) calendar days immediately preceding
the date upon which the certificates evidencing the
surrendered Warrants are received by the Company at its
principal office.
B = the Warrant Price on such date.
For all purposes of this Agreement, the term "Market Price" as of any
specified date shall mean: (i) if the Common Shares are listed or admitted for
trading on one or more United States national securities exchanges, the daily
closing price for the Common Shares on the principal exchange in the United
States on which the Common Shares are listed; (ii) if the Common Shares are not
listed or admitted for trading on any United States national securities
exchange, the daily closing price for the Common Shares on the Nasdaq National
or Nasdaq Small-Cap Market ("Nasdaq"); (iii) if the Common Shares are not listed
or admitted for trading on a United States national securities exchange or on
Nasdaq, the daily closing price of the Common Shares on the principal stock
exchange in Canada on which the Common Shares are listed (expressed in United
States dollars based upon the noon buying rate in New York City for cable
transfers in Canadian dollars as certified for customs purposes by the Federal
Reserve Bank of New York); (iv) if the
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Common Shares are not listed or admitted to trading on any United States
national or Canadian national securities exchange or on Nasdaq, the average of
the reported bid and asked prices on the trading day preceding such date in the
over-the-counter market as furnished by the National Quotation Bureau, Inc., or,
if such firm is not then engaged in the business of reporting such prices, as
furnished by any member of the National Association of Securities Dealers, Inc.
selected by the Company; or (v) if the Common Shares are not publicly traded,
the Market Price for such day shall be the fair market value thereof determined
jointly by the Company and the Warrantholder; provided, however, that if such
parties are unable to reach agreement within a reasonable period of time, the
Market Price shall be determined in good faith by an independent investment
banking firm selected jointly by the Company and the Warrantholder or, if that
selection cannot be made within an additional 15 days, by an independent
investment banking firm selected by the American Arbitration Association in
accordance with its rules.
If the Warrantholder elects to exercise the Warrants pursuant to this
Section 2(b), the Warrantholder shall simultaneously convert all Series A
Convertible Preferred Shares of the Company (the "Convertible Shares") then
owned by the Warrantholder into Common Shares.
In the event that the Warrantholder elects to exercise the Warrants
pursuant to this Section 2(b), and the average Market Price of the Common
Shares, as defined above, for the 60 calendar days immediately preceding the
date on which the certificates evidencing the surrendered Warrants are received
by the Company at its principal office, is greater than U.S. $3.20, then the
right to a cashless exercise of Warrants shall be limited to such number of
Warrants as would result in the issuance of 2,500,000 Shares and any remaining
Warrants to be exercised by the Warrantholder shall be exercised, at such time
or times elected by the Warrantholder, in accordance with the provisions of
Section 2(a). Such per share amount of U.S. $3.20 shall be appropriately
adjusted for any stock splits, consolidations or the like.
(c) The Company may, at any time, elect to force the exercise of
the Warrants by the Warrantholder subject to the terms of this Agreement
provided that the Company shall have satisfied all of the following conditions
prior to the date of such election by the Company:
(i) the Common Shares are listed on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market;
(ii) the Common Shares are traded on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market at a
Market Price greater than U.S. $2.40 per share for the 10 consecutive
trading days immediately preceding the date of such election; and
(iii) The Company's net income (excluding profit or loss
on disposal of a significant part of the Company's assets or separate
segment thereof, gains on restructuring payables, gains or losses on the
extinguishment of debt, expropriations of property, gains or losses that
are the direct result of a major casualty, or one-time losses
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resulting from prohibitions under a newly-enacted law or regulation) for
the three consecutive fiscal quarters ended immediately prior to the
date of such election, as reported in or derived from its quarterly or
annual reports filed with the Securities and Exchange Commission, before
income taxes, dividends on the Convertible Shares and amortization of
goodwill and covenants not to compete for such quarterly periods, shall
have averaged at least U.S. $0.07 per fully diluted Common Share per
fiscal quarter, provided, however, that in making such calculation, the
Common Shares issuable upon exercise of the Warrants shall be excluded
but Common Shares issuable upon the conversion of the Convertible Shares
shall not.
The foregoing conditions (i), (ii) and (iii) shall hereinafter be collectively
referred to as the "Triggering Conditions." All references to per share amounts
or prices with respect to the Triggering Conditions shall be appropriately
adjusted for any stock splits, consolidations or the like.
The Company shall give the Warrantholder written notice that the
Triggering Conditions have been satisfied and that the Company intends to force
the exercise of the Warrants. In this event, the Termination Date shall be the
date ten (10) business days after such notice shall be effectively delivered to
the Warrantholder as provided in Section 10 of this Agreement.
In the event of a forced exercise of Warrants pursuant to this Section
2(c), in lieu of exercising the Warrants as provided in Section 2(a) above, and
subject to all applicable law and all applicable regulatory approvals,
limitations and restrictions, the Warrantholder may elect to receive, without
any cash payment, a number of Shares equal to the value (as determined below) of
any or all of the Warrants held of record by the Warrantholder, upon surrender
to the Company at its principal office of the certificates evidencing such
Warrants, with the attached cashless exercise form thereof duly completed and
signed, in which event the Company shall issue to the holder a number of Shares
computed using the formula set forth in Section 2(b) except the term "A" in such
formula, the Market Price of the Common Shares, shall be calculated based on the
ten (10) trading days immediately preceding the date on which the certificates
evidencing the surrendered Warrants are received by the Company at its principal
offices.
In the event that the Warrantholder elects to exercise the Warrants
without any cash payment following a forced exercise pursuant to this Section
2(c), and the average Market Price of the Common Shares, as defined above, for
the 60 calendar days immediately preceding the date on which the certificates
evidencing the surrendered Warrants are received by the Company at its principal
office, is greater than U.S. $3.20, then the right to a cashless exercise of
Warrants shall be limited to such number of Warrants as would result in the
issuance of 2,500,000 Shares and any remaining Warrants to be exercised by the
Warrantholder shall be exercised, at such time or times elected by the
Warrantholder, in accordance with the provisions of Section 2(a). Such per share
amount of U.S. $3.20 shall be appropriately adjusted for any stock splits,
consolidations or the like.
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(d) Upon the surrender of Warrant certificates and payment of the
Exercise Payment (in cash, except in the event of a cashless exercise), the
Company, at its expense, shall issue and cause to be delivered with all
reasonable dispatch, and in any event within ten (10) days thereafter, to the
Warrantholder a certificate or certificates for the number of full Shares so
acquired upon the exercise of the Warrant, together with cash in respect of any
fractional Shares otherwise issuable upon such surrender, determined in
accordance with Section 7 hereof. Such certificate or certificates shall be
deemed to have been issued, and the Warrantholder shall be deemed to have become
a holder of record of such Shares, as of the date of surrender of the Warrants
being exercised and (in the case of exercise pursuant to Section 2(a)) payment
of the Exercise Payment notwithstanding that the certificate or certificates
representing such securities shall not actually have been delivered or that the
stock transfer books of the Company shall then be closed. The Warrants shall be
exercisable at the election of the Warrantholder either in full or from time to
time in part and, in the event that a certificate evidencing Warrants is
exercised in respect of fewer than all of the Shares specified therein at any
time prior to the Termination Date, a new certificate evidencing the remaining
portion of the Warrants shall be issued by the Company.
Section 3. Payment of Taxes. The Company will pay all transfer and stamp
taxes and fees, if any, attributable to the initial issuance of the Warrants or
the issuance of Shares upon exercise of the Warrants.
Section 4. Mutilated or Missing Warrants. In case the certificate or
certificates evidencing any Warrants shall be mutilated, lost, stolen or
destroyed, the Company shall, at the request of the affected Warrantholder,
issue and deliver in exchange and substitution for and upon cancellation of the
mutilated certificate or certificates, or in lieu of and substitution for the
certificate or certificates lost, stolen or destroyed, a new Warrant certificate
or certificates of like tenor and representing an equivalent right or interest,
but only upon receipt of evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of such Warrant and, if requested, at the
cost and expense of the Warrantholder (in the case of loss, theft or
destruction), an unsecured bond of indemnity in form and amount reasonably
satisfactory to the Company. Such substitute Warrant certificate shall also
comply with such other reasonable regulations as the Company may prescribe.
Section 5. Reservation of Common Shares. There has been reserved, and
the Company shall at all times keep reserved and available so long as any
Warrants remain outstanding, out of its authorized share capital, such number of
Shares as shall be subject to purchase under all outstanding Warrants. Every
transfer agent for the Common Shares and other securities of the Company
issuable upon the exercise of Warrants will be irrevocably authorized and
directed at all times to reserve such number of authorized Common Shares and
other securities as shall be requisite for such purposes. The Company will keep
a copy of this Agreement on file with every transfer agent for the Common
Shares. The Company will supply every such transfer agent with duly executed
stock and other certificates, as appropriate, for such
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purpose and will provide or otherwise make available any cash which may be
payable as provided in Section 7 hereof.
Section 6. Adjustment of Number and Kind of Securities. The number and
kind of securities purchasable upon the exercise of the Warrants and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events, as follows:
Section 6.1. Anti-Dilution Provisions And Other Adjustments. In order to
prevent dilution of the rights granted hereunder, the Warrant Price shall be
subject to adjustment from time to time in accordance with this Section 6. Upon
each adjustment of the Warrant Price pursuant to this Section 6, the
Warrantholder shall thereafter be entitled to acquire upon exercise, at the
Warrant Price resulting from such adjustment, the number of Shares obtainable by
multiplying the Warrant Price in effect immediately prior to such adjustment by
the number of Shares acquirable immediately prior to such adjustment and
dividing the product thereof by the Warrant Price resulting from such
adjustment.
(a) Adjustment for Issue or Sale of Common Shares at Less than
Specified Prices. Except as provided in Sections 6.3 or 6.5 below, if and
whenever on or after the date of issuance hereof the Company shall issue or
sell, or shall in accordance with subparagraphs 6.1(a)(1) to (8), inclusive, be
deemed to have issued or sold (such issuance or sale, whether actual or deemed,
a "Triggering Transaction") any Common Shares for a consideration per share less
than
(I) (if the Common Shares are not traded on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market)
U.S. $1.35 then forthwith upon such issue or sale the Warrant Price
shall, subject to subparagraphs (1) to (8) of this Section 6.1(a), be
reduced to the Warrant Price (calculated to the nearest tenth of a cent)
determined by dividing: (i) an amount equal to the sum of (x) the
product derived by multiplying the Number of Common Shares Deemed
Outstanding immediately prior to such Triggering Transaction by the
Warrant Price then in effect, plus (y) the consideration, if any,
received by the Company upon consummation of such Triggering
Transaction, by (ii) an amount equal to the sum of (x) the Number of
Common Shares Deemed Outstanding immediately prior to such Triggering
Transaction plus (y) the number of shares of Common Stock issued (or
deemed to be issued in accordance with subparagraphs 6.1(a)(1) to (8))
in connection with the Triggering Transaction; or
(II) (if the Common Shares are traded on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market) the
average Market Price for the ten trading days immediately preceding such
issuance or sale, then forthwith upon such Triggering Transaction, the
Warrant Price shall, subject to subparagraphs (1) to (8) of this Section
6.1(a), be reduced to the Warrant Price (calculated to the nearest tenth
of a cent) determined by multiplying the Warrant Price in effect
immediately prior to the time of such Triggering Transaction by a
fraction, the numerator of which shall be the
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sum of (x) the Number of Common Shares Deemed Outstanding immediately
prior to such Triggering Transaction and (y) the number of Common Shares
which the aggregate consideration received by the Company upon such
Triggering Transaction would purchase at the average Market Price for
the ten trading days immediately preceding such Triggering Transaction,
and the denominator of which shall be the Number of Common Shares Deemed
Outstanding immediately after such Triggering Transaction.
For purposes of this Section 6, the term "Number of Common Shares
Deemed Outstanding" at any given time shall mean the sum of (i) the number of
Common Shares outstanding at such time, and (ii) the number of Common Shares
deemed to be outstanding under subparagraphs 6.1(a)(1) to (8), inclusive, at
such time.
For purposes of determining the adjusted Warrant Price under this
Section 6.1(a), the following subsections (1) to (8), inclusive, shall be
applicable:
(1) In case the Company at any time shall in any manner
grant (whether directly or by assumption in an amalgamation or
otherwise) any rights to subscribe for or to purchase, or any
options for the purchase of, Common Shares or any stock or other
securities convertible into or exchangeable for Common Shares
(such rights or options being herein called "Options" and such
convertible or exchangeable stock or securities being herein
called "Convertible Securities"), whether or not such Options or
the right to convert or exchange any such Convertible Securities
are immediately exercisable, and the price per share for which
the Common Shares are issuable upon exercise, conversion or
exchange (determined by dividing (x) the total amount, if any,
received or receivable by the Company as consideration for the
granting of such Options, plus the minimum aggregate amount of
additional consideration payable to the Company upon the exercise
of all such Options, plus, in the case of such Options which
relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable upon the issue or sale
of such Convertible Securities and upon the conversion or
exchange thereof, by (y) the total maximum number of Common
Shares issuable upon the exercise of such Options or the
conversion or exchange of such Convertible Securities) shall be
less than the average Market Price in effect for the ten trading
days immediately prior to the time of the granting of such Option
(if the Common Shares are traded on The New York Stock Exchange,
The American Stock Exchange or The National Nasdaq Market) or
U.S. $1.35 (if the Common Shares are not traded on The New York
Stock Exchange, The American Stock Exchange, or the Nasdaq
National Market) then the total maximum amount of Common Shares
issuable upon the exercise of such Options, or, in the case of
Options for Convertible Securities, upon the conversion or
exchange of such Convertible Securities, shall (as of the date of
granting of such Options) be deemed to be outstanding and to have
been issued and sold by the Company for such price per share. No
adjustment of the Warrant Price shall be
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made upon the actual issue of such Common Shares or such
Convertible Securities upon the exercise of such Options, except
as otherwise provided in subparagraph (3) below.
(2) In case the Company at any time shall in any manner
issue (whether directly or by assumption in an amalgamation or
otherwise) or sell any Convertible Securities, whether or not the
rights to exchange or convert thereunder are immediately
exercisable, and the price per share for which Common Shares are
issuable upon such conversion or exchange (determined by dividing
(x) the total amount received or receivable by the Company as
consideration for the issue or sale of such Convertible
Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion
or exchange thereof, by (y) the total maximum number of Common
Shares issuable upon the conversion or exchange of all such
Convertible Securities) shall be less than the average Market
Price in effect for the ten trading days immediately prior to the
time of such issue or sale (if the Common Shares are traded on
The New York Stock Exchange, The American Stock Exchange, or The
Nasdaq National Market) or U.S. $1.35 (if the Common Shares are
not traded on The New York Stock Exchange, The American Stock
Exchange, or The Nasdaq National Market), then the total maximum
number of Common Shares issuable upon conversion or exchange of
all such Convertible Securities shall (as of the date of the
issue or sale of such Convertible Securities) be deemed to be
outstanding and to have been issued and sold by the Company for
such price per share. No adjustment of the Warrant Price shall be
made upon the actual issue of such Common Shares upon exercise of
the rights to exchange or convert under such Convertible
Securities, except as otherwise provided in subparagraph (3)
below.
(3) If the purchase price provided for in any Options
referred to in subparagraph (1), the additional consideration, if
any, payable upon the conversion or exchange of any Convertible
Securities referred to in subparagraphs (1) or (2), or the rate
at which any Convertible Securities referred to in subparagraph
(1) or (2) are convertible into or exchangeable for Common Shares
shall change at any time (other than under or by reason of
provisions designed to protect against dilution of the type set
forth in Section 6.1(a) or (b)), the Warrant Price in effect at
the time of such change shall forthwith be readjusted to the
Warrant Price which would have been in effect at such time had
such Options or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or
conversion rate, as the case may be, at the time initially
granted, issued or sold. If the purchase price provided for in
any Option referred to in subparagraph (1) or the rate at which
any Convertible Securities referred to in subparagraphs (1) or
(2) are convertible into or exchangeable for Common Shares, shall
be reduced at any time under or by reason of provisions with
respect thereto designed to protect against dilution, then in
case of the delivery of Common
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Shares upon the exercise of any such Option or upon conversion or
exchange of any such Convertible Security, the Warrant Price then
in effect hereunder shall forthwith be adjusted to such
respective amount as would have been obtained had such Option or
Convertible Security never been issued as to such Common Shares
and had adjustments been made upon the issuance of the Common
Shares delivered as aforesaid, but only if as a result of such
adjustment the Warrant Price then in effect hereunder is hereby
reduced.
(4) On the expiration of any Option or the termination of
any right to convert or exchange any Convertible Securities, the
Warrant Price then in effect hereunder shall forthwith be
increased to the Warrant Price which would have been in effect at
the time of such expiration or termination had such Option or
Convertible Securities, to the extent outstanding immediately
prior to such expiration or termination, never been issued.
(5) In case any Options shall be issued in connection
with the issue or sale of other securities of the Company,
together comprising one integral transaction in which no specific
consideration is allocated to such Options by the parties
thereto, such Options shall be deemed to have been issued without
consideration.
(6) In case any Common Shares, Options or Convertible
Securities shall be issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor shall be
deemed to be the amount received by the Company therefor. In case
any Common Shares, Options or Convertible Securities shall be
issued or sold for a consideration other than cash, the amount of
the consideration other than cash received by the Company shall
be the fair value of such consideration as determined in good
faith by the Board of Directors of the Company. In case any
Common Shares, Options or Convertible Securities shall be issued
in connection with any amalgamation in which the Company is an
amalgamating corporation, the amount of consideration therefor
shall be deemed to be the fair value of such portion of the net
assets and business of the other corporation which is a party to
the amalgamation as shall be attributed by the Board of Directors
of the Company in good faith to such Common Shares, Options or
Convertible Securities, as the case may be.
(7) In case the Company shall declare a dividend or make
any other distribution upon the stock of the Company payable in
Options or Convertible Securities, then in such case any Options
or Convertible Securities, as the case may be, issuable in
payment of such dividend or distribution shall be deemed to have
been issued or sold without consideration.
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(8) For purposes of this Section 6.1(a), in case the
Company shall take a record of the holders of its Common Shares
for the purpose of entitling them (x) to receive a dividend or
other distribution payable in Common Shares, Options or in
Convertible Securities, or (y) to subscribe for or purchase
Common Shares, Options or Convertible Securities, then such
record date shall be deemed to be the date of the issue or sale
of the Common Shares deemed to have been issued or sold upon the
declaration of such dividend or the making of such other
distribution or the date of the granting of such right or
subscription or purchase, as the case may be.
(b) In case the Company shall (i) pay a dividend in Common Shares
or make a distribution in Common Shares or (ii) subdivide its
outstanding Common Shares, the Warrant Price in effect immediately prior
to such subdivision or dividend shall be proportionately reduced by the
same ratio as the dividend or subdivision. In case the Company shall at
any time combine its outstanding Common Shares, the Warrant Price in
effect immediately prior to such combination shall be proportionately
increased by the same ratio as the combination. Any adjustment made
pursuant to this subsection 6.1(b) shall become effective immediately on
the effective date of such event retroactive to the record date, if any,
for such event.
(c) Whenever the number of Common Shares purchasable upon the
exercise of Warrants is adjusted as herein provided, the Company shall
cause to be promptly delivered to the Warrantholder notice of such
adjustment and a certificate of the chief financial officer of the
Company setting forth the number of Common Shares purchasable upon the
exercise of the Warrants after such adjustment, the Warrant Price that
will be effective after such adjustment, a brief statement of the facts
requiring such adjustment and the computation by which such adjustment
was made. If such notice relates to an adjustment resulting from an
event referred to in Section 8, such notice shall be included as part of
the notice required to be delivered and published under the provisions
of Section 8 hereof.
6.2. No Adjustment for Dividends. Except as provided in this Section 6,
no adjustment to the Warrants or any provision or condition thereof in respect
of any dividends or distributions out of earnings shall be made during the term
of the Warrants or upon the exercise of Warrants.
6.3. Dividends Not Paid Out of Earnings or Earned Surplus. In the event
the Company shall declare a dividend upon the Common Shares (other than a
dividend payable in Common Shares) payable otherwise than out of earnings or
earned surplus, determined in accordance with generally accepted accounting
principles, including the making of appropriate deductions for minority
interests, if any, in subsidiaries (herein referred to as "Liquidating
Dividends"), then, as soon as possible after the exercise of this Warrant, the
Company shall pay to the person exercising such Warrant an amount equal to the
aggregate value at the time of such exercise of all Liquidating Dividends
(including but not limited to the Common Shares which would have
12
been issued at the time of such earlier exercise and all other securities which
would have been issued with respect to such Common Shares by reason of stock
splits, stock dividends, amalgamations or reorganizations, or for any other
reason). For the purposes of this subsection 6.3, a dividend other than in cash
shall be considered payable out of earnings or earned surplus only to the extent
that such earnings or earned surplus are charged an amount equal to the fair
value of such dividend as determined in good faith by the Board of Directors of
the Company.
6.4. Reclassification, Amalgamation, etc. If any capital reorganization
or reclassification of the share capital of the Company, or amalgamation of the
Company with another corporation, or the sale of all or substantially all of its
assets to another corporation shall be effected in such a way that holders of
Common Shares shall be entitled to receive stock, securities, cash or other
property with respect to or in exchange for Common Shares, then, as a condition
of such reorganization, reclassification, amalgamation or sale, lawful and
adequate provision shall be made whereby the Warrantholder shall have the right
to acquire and receive upon exercise of this Warrant such shares of stock,
securities, cash or other property issuable or payable (as part of the
reorganization, reclassification, amalgamation or sale) with respect to or in
exchange for such number of outstanding Shares as would have been received upon
exercise of this Warrant at the Warrant Price then in effect. The Company will
not effect any such amalgamation or sale, unless prior to the consummation
thereof the amalgamated corporation or the corporation purchasing such assets
shall assume by written instrument mailed or delivered to the Warrantholder the
obligation to deliver to such holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions, such holder may be entitled to
purchase. If a purchase, tender or exchange offer is made to and accepted by the
holders of more than 50% of the outstanding Common Shares of the Company, the
Company shall not effect any amalgamation or sale with the person having made
such offer or with any Affiliate of such person, unless prior to the
consummation of such amalgamation or sale the Warrantholder shall have been
given a reasonable opportunity to then elect to receive upon the exercise of
this Warrant either the stock, securities or assets then issuable with respect
to the Common Shares of the Company or the stock, securities or assets, or the
equivalent, issued to previous holders of the Common Shares in accordance with
such offer. For purposes hereof the term "Affiliate" with respect to any given
person shall mean any person controlling, controlled by or under common control
with the given person. In the event of a merger described in Section
368(a)(2)(E) of the Internal Revenue Code of 1986 (or any successor provision),
in which the Company is the surviving corporation, the right to purchase Shares
upon exercise of the Warrants shall terminate on the date of such merger and
thereupon the Warrants shall become null and void, but only if the controlling
corporation (after such event) shall agree to substitute for the Warrants its
warrants entitling the Warrantholder to purchase the kind and amount of shares
and other securities and property which it would have been entitled to receive
had the Warrants been exercised immediately prior to such merger. Any such
agreements referred to in this subsection 6.3 shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 6, and shall contain substantially the same terms,
conditions and provisions as are contained herein immediately prior to such
event. The provisions of this subsection 6.4 shall similarly apply to successive
amalgamations, sales or conveyances.
13
6.5. No Adjustment for Exercise of Certain Options, Warrants, Etc. The
provisions of this Section 6 shall not apply to any Common Shares issued,
issuable or deemed outstanding under subparagraphs 6.1(a)(1) to (8) inclusive:
(i) to any person pursuant to any stock option, stock purchase or similar plan
or arrangement for the benefit of employees, consultants or directors of the
Company or its subsidiaries in effect on the date hereof or hereafter adopted by
the Board of Directors of the Company, or (ii) pursuant to options, warrants and
conversion rights in existence on the date hereof, including the Convertible
Shares.
6.6. Grant, Issue or Sale of Options, Convertible Securities, or Rights.
If at any time or from time to time on or after the date of this Agreement, the
Company shall grant, issue or sell any Options, Convertible Securities or rights
to purchase property (the "Purchase Rights") pro rata to the record holders of
any class of share capital of the Company and such grants, issuances or sales do
not result in an adjustment of the Warrant Price under Section 6.1(a) hereof,
then the Warrantholder shall be entitled to acquire (within thirty (30) days
after the later to occur of the initial exercise date of such Purchase Rights or
receipt by the Warrantholder of the notice concerning Purchase Rights to which
the Warrantholder shall be entitled under Section 8) and upon the terms
applicable to such Purchase Rights either:
(a) the aggregate Purchase Rights which the Warrantholder could
have acquired if it had held the number of Shares acquirable upon
exercise of this Warrant immediately before the grant, issuance or sale
of such Purchase Rights; provided that if any Purchase Rights were
distributed to the Warrantholder of Common Shares without the payment of
additional consideration by such holders, corresponding Purchase Rights
shall be distributed to the Warrantholder as soon as possible after
exercise of this Warrant and it shall not be necessary for the
Warrantholder specifically to request delivery of such rights; or
(b) in the event that any such Purchase Rights shall have expired
or shall expire prior to the end of said thirty (30) day period, the
number of Shares or the amount of property which the Warrantholder could
have acquired upon such exercise at the time or times at which the
Company granted, issued or sold such expired Purchase Rights.
6.7. Nominal Value of Common Shares. Before taking any action which
would cause an adjustment effectively reducing the portion of the Warrant Price
allocable to each Share below the then nominal value per Share issuable upon
exercise of the Warrants, the Company will take any corporate action which may,
in the opinion of its counsel, be necessary in order that the Company may
validly and legally issue fully paid and nonassessable Shares upon exercise of
the Warrants.
6.8. Independent Public Accountants. The Company may retain a firm of
independent public accountants of recognized national standing in the United
States (which may be any such firm regularly employed by the Company) to make
any computation required under this Section.
14
6.9. Statement on Warrant Certificates. Irrespective of any adjustments
in the number of securities issuable upon exercise of Warrants, Warrant
certificates theretofore or thereafter issued may continue to express the same
number of securities as are stated in the similar Warrant certificates initially
issuable pursuant to this Agreement. However, the Company may, at any time in
its reasonable discretion, make any change in the form of Warrant certificate
that it may deem appropriate and that does not affect the substance thereof; and
any Warrant certificate hereafter issued, whether upon registration of transfer
of, or in exchange or substitution for, an outstanding Warrant certificate, may
be in the form so changed.
6.10. Adjustment by Board of Directors. If any event occurs as to which,
in the opinion of the Board of Directors of the Company, the provisions of this
Section 6 are not strictly applicable or if strictly applicable would not fairly
protect the rights of the Warrantholder in accordance with the essential intent
and principles of such provisions, then the Board of Directors shall make an
adjustment in the application of such provisions, in accordance with such
essential intent and principles, so as to protect such rights as aforesaid, but
in no event shall any adjustment have the effect of increasing the Warrant Price
as otherwise determined pursuant to any of the provisions of this Section 6
except in the case of a combination of shares of a type contemplated in Section
6.1(a) and then in no event to an amount larger than the Warrant Price as
adjusted pursuant to Section 6.1(a).
Section 7. Fractional Interests. The Company shall not issue fractional
Common Shares upon any exercise of any Warrants. If any fraction of a Common
Share would, except for the provisions of this Section 7, be issuable on the
exercise of any Warrants, the Company shall pay an amount in cash equal to the
Market Price (as defined in Section 2(b) hereof, except if the Common Shares are
not publicly traded, as determined in good faith by the Board of Directors of
the Company) multiplied by such fraction, provided, however, that no amount
shall be paid by the Company of less than U.S. $5.00.
Section 8. No Rights as Shareholder; Notices to Warrantholder. Nothing
contained in this Agreement or in the Warrants shall be construed as conferring
upon the Warrantholder any rights as a shareholder of the Company, including
(without limitation) the right to vote, receive dividends, consent or receive
notices as a shareholder in respect of any meeting of shareholders for the
election of directors of the Company or any other matter, except as provided
herein. If, however, at any time prior to the expiration of the Warrants and
prior to their exercise in full, any one or more of the following events shall
occur:
(a) any action which would require an adjustment pursuant to
Section 6.1 or 6.3; or
(b) the Company shall declare any cash dividend upon its Common
Shares; or
15
(c) the Company shall declare any dividend upon its Common Shares
payable in stock or make any special dividend or other distribution to
the holders of its Common Shares; or
(d) the Company shall offer Purchase Rights to the holders of its
Common Shares; or
(e) there shall be any capital reorganization or reclassification
of the share capital of the Company, including any subdivision or
combination of its outstanding Common Shares, or amalgamation of the
Company with, or sale of all or substantially all of its assets to,
another corporation; or
(f) there shall be a dissolution, liquidation or winding up of
the Company (other than in connection with an amalgamation or sale of
its property, assets and business as an entirety or substantially as an
entirety);
then the Company shall give notice in writing of such event to the
Warrantholder, as provided in Section 10 hereof, at least 20 days prior to (i)
the date fixed as a record date or the date of closing the transfer books for
the determination of the shareholders entitled to any relevant dividend,
distribution, Purchase Rights or other rights or for the determination of
shareholders entitled to vote on such proposed reorganization, reclassification,
amalgamation, sale, dissolution, liquidation or winding up and (ii) the date
when any such reorganization, reclassification, amalgamation, sale, dissolution,
liquidation or winding up shall take place. Such notice in accordance with the
foregoing clause (i) shall also specify, in the case of any such dividend,
distribution or Purchase Rights, the date on which the holders of Common Shares
shall be entitled thereto, and such notice in accordance with the foregoing
clause (ii) shall also specify the date on which the holders of Common Shares
shall be entitled to exchange their Common Shares for securities or other
property deliverable upon such reorganization, reclassification, amalgamation,
sale, dissolution, liquidation or winding up, as the case may be.
Section 9. No Dilution or Impairment. The Company will not, by amendment
of its charter or through reorganization, amalgamation, dissolution, sale of
assets 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
action as may be necessary or appropriate in order to protect the rights of the
Warrantholder against dilution or other impairment. Without limiting the
generality of the foregoing, the Company will not increase the par value of any
shares receivable upon the exercise of this Warrant above the amount payable
therefor upon such exercise, and at all times will take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and non-assessable shares upon the exercise of this Warrant.
Section 10. Notices. Any notice hereunder shall be in writing and shall
be effective when delivered in person or by facsimile transmission, or seven
business days after being mailed
16
by certified or registered mail, postage prepaid, return receipt requested, to
the appropriate party at the following addresses:
If to the Warrantholder:
Warburg Pincus Ventures, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Facsimile: 000-000-0000
Attention: Xx. Xxxx Xxxxxxxx
with a copy to:
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
Attention: Xxxxxx X. Xxxxxxx, Esq.
If to the Company:
HealthCare Capital Corp.
000 XX Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
Facsimile: 000-000-0000
Attention: Xx. Xxxxxxx X. Xxxxxx
with copy to:
Xxxxxx, Xxxxxxx & Xxxxxxx
0 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: 000-000-0000
Attention: Xxxx X. Xxxxxx, Esq.
or, in each case, to such other address as the parties may hereinafter
designate by like notice.
Section 11. Successors. All the covenants and provisions of this
Agreement for the benefit of the Warrantholder or the Company shall bind and
inure to the benefit of their successors and, in the case of the Warrantholder,
permitted assigns. This Agreement shall not be assignable by the Company.
Section 12. Amalgamation of the Company. The Company shall not
amalgamate with any other corporation or sell all or substantially all of its
property to another corporation, unless the provisions of Section 6.4 are
complied with.
17
Section 13. Remedies. The Company stipulates that the remedies at law of
the Warrantholder in the event of any default by the Company in the performance
of or compliance with any of the terms of this Warrant are not and will not be
adequate, and that the same may be specifically enforced.
Section 14. Subdivision of Rights. The Warrants (as well as any new
warrants issued pursuant to the provisions of this Section) are exchangeable,
upon the surrender hereof by the Warrantholder at the principal office of the
Company for any number of new warrants of like tenor and date representing in
the aggregate the right to subscribe for and purchase the number of Shares which
may be subscribed for and purchased hereunder.
Section 15. Applicable Law; Submission to Jurisdiction. This Agreement
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 internal laws of
said State (without reference to its rules as to conflicts of laws). The Company
hereby agrees to the non-exclusive jurisdiction of the courts of the State of
New York or the federal courts sitting in the City of New York in connection
with any action arising out of this Agreement.
Section 16. Benefits of this Agreement. Except as provided in Section
1.2 and Section 11, nothing in this Agreement shall be construed to give to any
person or corporation other than the Company and the Warrantholder any legal or
equitable right, remedy or claim under this Agreement. Except as provided in
Section 1.2 and Section 11, this Agreement shall be for the sole and exclusive
benefit of the Company and the Warrantholder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the date and year first above written.
HEALTHCARE CAPITAL CORP.
By: /s/ Xxxxxxx X. Xxxxxx
Print Name: Xxxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
WARBURG PINCUS VENTURES, L.P.
By: Warburg, Xxxxxx & Co.,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxx
Print Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director
18
EXHIBIT 1
[FORM OF WARRANT CERTIFICATE]
"THE WARRANTS REPRESENTED BY THIS CERTIFICATE, AND THE COMMON
SHARES ISSUABLE UPON EXERCISE OF SUCH WARRANTS, HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY PROVINCE
OF CANADA. SUCH WARRANTS MAY NOT BE SOLD, OFFERED FOR SALE,
ASSIGNED, EXCHANGED, PLEDGED OR HYPOTHECATED OR OTHERWISE
TRANSFERRED, IN ANY MANNER, AND SUCH COMMON SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED OR TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE." THE WARRANTS REPRESENTED BY THIS
CERTIFICATE MAY NOT BE TRADED IN CANADA EXCEPT AS PERMITTED BY
RELEVANT CANADIAN SECURITIES LAWS.
WARRANT CERTIFICATE NO. -----
HEALTHCARE CAPITAL CORP.
(ORGANIZED UNDER THE LAWS
OF ALBERTA)
DECEMBER --, 1997
WARRANTS TO PURCHASE COMMON SHARES
This certifies that, for value received, Warburg Pincus Ventures, L.P.
(the "Warrantholder") is the registered owner of --- warrants (the "Warrants")
each to purchase from HealthCare Capital Corp. (the "Company"), at any time
prior to 5:00 p.m., Pacific Time, on January --, 2001, one common share of the
Company, without par value (a "Common Share") at a purchase price per Common
Share of U.S. $2.40 (the "Warrant Price"). The Warrants are subject to, and the
Warrantholder, by acceptance of this certificate, consents to, all the terms and
provisions of, the Warrant Agreement dated as of January 16, 1998, between the
Warrantholder and the Company, pursuant to which the Warrants were issued (the
"Warrant Agreement"). Any capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in the Warrant Agreement. The
Termination Date may be extended for a further period of two years, as provided
in Section 2(a) of the Warrant Agreement.
19
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form herein duly
executed (with a signature guarantee as provided therein), and simultaneous
payment of the Warrant Price for each Warrant exercised, at the principal office
of the Company. Payment of such price shall be made at the option of the
Warrantholder in cash by certified or official bank check or by wire transfer.
Subject to the terms and conditions set forth in Section 2 of the Warrant
Agreement, the Warrantholder may also receive Common Shares without any cash
payment by presentation of this Warrant Certificate with the Cashless Exercise
Form herein duly executed (with a signature guarantee as provided therein) at
the principal office of the Company.
Upon any partial exercise of the Warrants evidenced hereby, there shall
be signed and issued to the Warrantholder a new Warrant Certificate in respect
of the Common Shares as to which the Warrants evidenced hereby shall not have
been exercised. These Warrants may be exchanged at the office of the Company by
surrender of this Warrant Certificate properly endorsed for one or more new
Warrants of the same aggregate number of Common Shares as here evidenced by the
Warrant or Warrants exchanged. No fractional Common Shares will be issued upon
the exercise of rights to purchase hereunder, but the Company shall pay the cash
value of any fraction otherwise issuable upon the exercise of one or more
Warrants, as provided in the Warrant Agreement.
The Warrants evidenced hereby are transferable only in accordance with
the terms and conditions set forth in Section 1.2 of the Warrant Agreement.
This Warrant Certificate does not entitle the Warrantholder to any of
the rights of a shareholder of the Company.
20
EXHIBIT 2
PURCHASE FORM
HealthCare Capital Corp.
000 XX Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
Pursuant to Section 2(a) of the Warrant Agreement, the undersigned
hereby irrevocably elects to exercise the right of purchase represented by this
Warrant Certificate for, and to purchase thereunder, ---------- common shares of
the Company (the "Common Shares"), and requests that certificates for such
Common Shares be issued in the name of:
Warburg Pincus Ventures, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Taxpayer Identification Number: ----------------
If this Warrant Certificate is hereby being exercised with respect to fewer than
all the Common Shares specified herein, please issue a new Warrant Certificate
for the unexercised balance of the Warrants, registered in the name of the
undersigned Warrantholder as below indicated and delivered to the address stated
below.
Dated: -----------------------
Name of Warrantholder:
Warburg Pincus Ventures, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
By: Warburg, Xxxxxx & Co.
General Partner
By:--------------------------------
Print Name:
Title:
21
EXHIBIT 3
CASHLESS EXERCISE FORM
HealthCare Capital Corp.
000 XX Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxx 00000
Pursuant to Section 2(b) of the Warrant Agreement, the undersigned
hereby irrevocably elects to exercise the right represented by this Warrant
Certificate for, and to receive thereunder without any cash payment, ----------
common shares of the Company (the "Common Shares") as provided for therein, and
requests that certificates for such Common Shares be issued in the name of:
Warburg Pincus Ventures, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Taxpayer Identification Number:
If this Warrant Certificate is hereby being exercised with respect to fewer than
all the Common Shares specified herein, please issue a new Warrant Certificate
for the unexercised balance of the Warrants, registered in the name of the
undersigned Warrantholder as below indicated and delivered to the address stated
below.
Dated: -----------------------
Name of Warrantholder :
Warburg Pincus Ventures, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
By: Warburg, Xxxxxx & Co.
General Partner
By:--------------------------------
Print Name:
Title:
22
