Exhibit 4.22
FORM OF SUBSCRIPTION AGREEMENT
PHC, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Gentlemen:
The purpose of this Subscription Agreement is to memorialize your agreement
to subscribe for and purchase from PHC, Inc., a Massachusetts corporation (the
"Company") shares of the Company's Class A Common Stock and warrants to purchase
shares of the Class A Common Stock, as set forth on Exhibit A attached hereto,
on the following terms and conditions.
Section 1. Shares
The Company is offering for sale an aggregate of up to _______ of its Class
A Common Stock and a warrant to purchase up to _______ shares of its Class A
Common Stock (collectively, the "Aggregate Securities") for the sum of up to
________. Of the Aggregate Securities, the Company is offering for sale to you
________ shares of its Class A Common Stock (the "Shares") and a warrant to
purchase ________ shares of its Class A Common Stock (the "Warrant," and
collectively with the Shares, the "Securities"). In exchange, you will pay to
the Company the sum of $__________. The Warrants will be entitled to the rights
described in the Warrant Agreement attached as Exhibit B.
THE SHARES AND WARRANTS ACQUIRED PURSUANT TO THIS SUBSCRIPTION
AGREEMENT ARE BEING ACQUIRED IN A TRANSACTION NOT INVOLVING
ANY PUBLIC OFFERING AND, ACCORDINGLY, HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE. THE SHARES, THE WARRANTS, AND THE SHARES ISSUABLE UPON
EXERCISE OF THE WARRANTS MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
-- 6 --
Section 2. Acceptance and Rejection of Subscriptions
The undersigned hereby agrees to purchase the Securities set forth in
Section 1. The subscription offer shall not entitle the undersigned to purchase
any Securities unless and until it has been accepted in writing by the Company.
The undersigned understands that this Subscription Agreement may not be
terminated or withdrawn and that closing on this subscription shall take place
as soon all the purchasers of the Aggregate Securities, including the
undersigned, deposit by wire transfer payment of the subscription price with
Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC (the "Escrow Agent"). The undersigned
understands that the Company may accept or reject this subscription offer in
whole or in part in its sole discretion at any time. If this subscription offer
or any part hereof is rejected for any reason, the subscription payment will be
refunded promptly, without interest or deduction.
Section 3. Closing; Issuance of Interests and Warrants
Closing on this subscription shall take place at the Company's offices at
the time specified in the notice issued by the Company, upon the deposit by all
the purchasers of the Aggregate Securities, including the undersigned, of
payment of the subscription price by wire transfer with the Escrow Agent. The
Company shall file a registration statement for the Securities and the shares
issuable upon exercise of the Warrants as soon as practically possible following
the closing of the acquisition of the Pivotal Research Centers, LLC, pursuant to
the Membership Purchase Agreement by and between the Company, Xxxxx Xxxxx, Xxxxx
Xxxxxxx, and Xxxxxxx Xxxxxxx (the "Pivotal Transaction") but no later than 90
days after the closing of the Pivotal Transaction. The Securities shall not be
deemed issued to, or owned by, the undersigned until closing and tender to the
Company of immediately available funds by wire transfer in payment of the
subscription price.
Section 4. Subscriber's Representations and Warranties
(a) The undersigned represents, warrants and agrees with the Company that:
(i) The undersigned has received copies of the Company's 10-K Annual
Report for the year ending June 30, 2003, 10-Q Quarterly report
for the quarter ending September 30, 2003, annual report to the
stockholders, proxy statements, and other reports, which include
a description of the Company's business, operations, risk
factors, litigation and other matters, and acknowledges that the
undersigned was provided with the opportunity to meet with and
ask questions of and receive answers from representatives of the
Company concerning the business, operations and prospects of the
Company and its financial position and to obtain any additional
information which the undersigned deemed necessary in connection
with making an investment decision regarding this subscription.
The undersigned acknowledges that he or she has read and
understands the material provided to him or her and the risks
associated with an investment in the Securities. The undersigned
acknowledges that an investment in the Securities involves a high
degree of risk.
-- 7 --
(ii) The undersigned has reached the age of majority (if a natural
person) in the state in which the undersigned resides, has
adequate means of providing for the undersigned's current needs
and personal contingencies, is able to bear the substantial
economic risks of an investment in the Securities, including the
risk that the entire investment could be lost, has no need for
liquidity in such investment, and could afford a complete loss of
such investment.
(iii) The undersigned is:
(A) an individual who either (1) has a net worth or, together
with the undersigned's spouse, a joint net worth (i.e.,
total assets in excess of total liabilities) in excess of
$1,000,000 or (2) has had in each of the two most recent
years, and reasonably expects to have during the current
year, an individual income in excess of $200,000 (1 is
footnote) or, together with undersigned's spouse, a joint
income in excess of $300,000 in each of those years and
reasonably expects to have such joint income during the
current year; or
(B) an organization which is (l) an institutional investor as
defined in Securities Act Rule 501(a)(1), (2) a private
business development company defined in Section 202(a)(22)
of the Investment Advisers Act of 1940, or (3) a
corporation, business trust or partnership, not formed for
the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000 or a trust with
total assets exceeding $5,000,000, not formed for the
purpose of acquiring the securities offered, whose purchases
are directed by a sophisticated person as defined in Rule
506(b)(2)(ii); or
(C) an entity in which all of the equity owners are Accredited
Investors.
(iv) The undersigned has such knowledge and experience in financial
and business matters that the undersigned is capable of
evaluating the merits and risks of the investment in the
Securities.
_____________________________________________
Footnote 1
For this purpose, a person's income is the amount of his individual
adjusted gross income (as reported on a Federal income tax return) increased by
the following amounts: (a) any deduction for a portion of long term capital
gains (Section 1202 of the Internal Revenue Code (the "Code")); (b) any
deduction for depletion (Section 611 et seq. of the Code); (c) any exclusion for
interest on tax-exempt municipal obligations (Section 103 of the Code); and (d)
any losses of a partnership allocated on the individual limited partner (as
reported on Schedule E of Form 1040).
-- 8 --
(v) The undersigned is purchasing the Securities for the
undersigned's own account for investment and not with a view to,
or for sale in connection with, any distribution, and does not
have any present plan to sell or otherwise dispose of the
Securities or the shares issuable upon exercise of the Warrants;
the undersigned will not sell, transfer or otherwise dispose of
the Securities or the shares issuable upon exercise of the
Warrants, or any interest therein, except in accordance with the
Securities Act and the applicable rules and regulations
promulgated thereunder, as then in force, and any applicable law,
rule or regulation of any state or other jurisdiction ("State
Laws").
(b) The undersigned further understands and agrees that:
(i) The Securities and the shares issuable upon exercise of the
Warrants have not been registered under the Securities Act or the
State Laws and, consequently, the Securities and the shares
issuable upon exercise of the Warrants must be held indefinitely
unless subsequently registered thereunder or an exemption from
such registration is available. The undersigned shall register
the Securities and the shares issuable upon exercise of the
Warrants as soon as practically possible following the closing of
the Pivotal Transaction but no later than 90 days after the
closing of the Pivotal Transaction so that the Securities and the
shares underlying the Warrant may be publicly offered.
(ii) The Securities and the shares issuable upon exercise of the
Warrants have not been registered under the Securities Act on the
basis that the issuance thereof is exempt under Section 3(b) or
4(2) of the Securities Act and by Rule 505 or 506 of Regulation D
("Regulation D") under the Securities Act and that the Company's
reliance on such exemption is predicated in part on the
undersigned's representations and warranties as set forth in this
Subscription Agreement. The Securities and the shares issuable
upon exercise of the Warrants have not been registered under
certain State Laws in reliance on specific exemptions from
registration thereunder and no securities administrator or any
state or the Federal government has made any finding or
determination relating to the fairness for investment of the
Securities or the shares issuable upon exercise of the Warrants
and no securities administrator or the Federal government has
recommended or endorsed the offering of the Securities or the
shares issuable upon exercise of the Warrants.
(iii)The Company is relying on the undersigned's representations,
warranties, understandings and agreements set forth in this
Subscription Agreement in consummating the transactions
contemplated herein.
(c) The undersigned, if executing this Subscription Agreement in a
representative or fiduciary capacity, has full power and authority to
execute and deliver this Subscription Agreement in such capacity and
on behalf of the subscribing individual, partnership, limited
liability company, trust, estate, corporation or other entity for whom
-- 9 --
the undersigned is executing this Subscription Agreement, and such
individual, partnership, limited liability company, trust, estate,
corporation or other entity has full right and power to perform
pursuant to this Subscription Agreement. The undersigned will, upon
request, furnish to the Company a true and correct copy of, (i) if the
undersigned is a trust, the trust agreement, (ii) if the undersigned
is a corporation, the Articles of Incorporation and By-laws and a copy
(certified by the secretary or other authorized officer) of
appropriate corporate resolutions authorizing the specific investment,
and (iii) if the undersigned is a partnership or limited liability
company, the partnership or limited liability company agreement.
(d) If the undersigned is a partnership or a limited liability company,
the person who has signed on behalf of the partnership or limited
liability company identified as the investor is authorized to so sign;
if the undersigned is a trust, the trustee (or co-trustee) of the
trust is authorized by the trust agreement; and if the undersigned is
a corporation, the corporate officer so signing is authorized to sign
on behalf of the corporation.
(e) If the undersigned is purchasing the Securities subscribed for herein
in a representative or fiduciary capacity, the above representations
and warranties shall be deemed to have been made on behalf of the
person or persons for whom the undersigned is so purchasing.
(f) All representations and warranties set forth above or in any other
written statement or document delivered by the undersigned in
connection with the transactions contemplated hereby shall be true and
correct in all respects on and as of the date of the closing of the
offering as if made on and as of the date of such closing and shall
survive such closing.
(g) The undersigned understands the meanings and legal consequences of the
representations and warranties contained in this Section 4 and agrees
to indemnify and hold harmless the Company from and against any and
all loss, damage or liability due to or arising out of a breach of any
representation or warranty of the undersigned contained in this
Subscription Agreement. Notwithstanding any of the representations,
warranties, acknowledgements or agreements made herein by the
undersigned, the undersigned does not thereby or in any other manner
waive any rights granted to the undersigned under Federal or state
securities laws.
Section 5. Irrevocability
The undersigned hereby acknowledges and agrees that, except as required by
law, this subscription offer is irrevocable and that the undersigned is not
entitled to cancel, terminate or revoke this Subscription Agreement or any
agreements of the undersigned hereunder and that this Subscription Agreement and
such agreements shall survive the death or disability of the undersigned.
Section 6. Binding Effect
This Subscription Agreement shall be binding upon and inure to the benefit
of the undersigned and the undersigned's successors but shall not be assignable
-- 10 --
by the undersigned without the prior written consent of the Company, which
consent may be withheld by the Company for any reason.
Section 7. Applicable Law
This Subscription Agreement and all rights hereunder shall be governed by,
and interpreted in accordance with, the laws of the State of Massachusetts
without reference to any conflict of laws.
-- 11 --
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement to purchase the number of Shares provided on Exhibit A on this day of
_____, 2004.
(Signature of Subscriber) Taxpayer ID/Social Security No.
Name: of Subscriber
(Signature of Joint Taxpayer ID/Social Security No.
Subscriber, if any) of Joint Subscriber
Name ______________________________
Address of Subscriber Address of Joint Subscriber,
if any
ACCEPTANCE
The foregoing offer is hereby accepted this day of , 2004.
PHC, Inc.
By: ____________________________
Title: _________________________
-- 12 --
EXHIBIT A
Subscription Information
for the purchase of _____________ shares of Class A Common Stock
Please indicate with your initials in the space provided the manner in which the
Shares are to be held.
The Securities are to be held as follows:
____________ Community Property ____________ S Corporation
____________ Joint Tenancy ____________ Partnership
____________ Tenancy in Common ____________ Limited Liability Company
____________ Separate Property ____________ Trust
____________ Individual Ownership ____________ Corporation
____________ Other (please indicate)
Please supply the following information, if a natural person.
Subscriber: Joint Subscriber:
_____________________________________ _____________________________________
Place and date of birth Place and date of birth
US citizen: Yes _____ No _____ US citizen: Yes _____ No _____
_____________________________________ _____________________________________
Subscriber Sign Here Joint Subscriber Sign Here
Name _________________________ Name _________________________
-- 13 --
EXHIBIT B
THE SECURITIES REPRESENTED BY THIS WARRANT (AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, OR ANY STATE SECURITIES STATUTE. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD,
MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND
ANY APPLICABLE STATE SECURITIES STATUTE, OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE THEREUNDER.
Shares Issuable Upon Exercise: Up to ________ shares of the Class A Common
Stock, $.01 par value, of PHC, Inc.
WARRANT TO PURCHASE ______ SHARES OF CLASS A COMMON STOCK
Expires February ___, 2007 (3 years)
THIS CERTIFIES THAT, for value received, _____________ is entitled to
subscribe for and purchase that number of shares (the "Shares") of the fully
paid and nonassessable Class A Common Stock, $.01 par value, (the "Class A
Common Stock") of PHC, Inc., a Massachusetts corporation (the "Company"), for a
price of $1.10 per Share (the "Warrant Price"), subject to the provisions and
upon the terms and conditions hereinafter set forth. As used herein, the term
"Shares" shall mean the Company's Class A Common Stock, or any stock into or for
which such Class A Common Stock shall have been or may hereafter be converted or
exchanged pursuant to the Articles of Incorporation of the Company as from time
to time amended as provided by law and in such Articles (hereinafter the
"Charter"), and the term "Grant Date" shall mean __________________.
1. Term. Subject to the provisions of this Warrant, the purchase right
represented by this Warrant is exercisable, in whole or in part, at
any time and from time to time from and after the Grant Date and prior
to February ___, 2007.
Notwithstanding anything to the contrary contained herein, neither
this Warrant nor any rights hereunder may be transferred or assigned
except to an Assignee who is an "accredited investor" within the
meaning of Regulation D of the General Rules and Regulations of the
Securities Act of 1933.
2 Method of Exercise. The purchase right represented by this Warrant may
be exercised by the holder hereof, in whole or in part and from time
to time, by the surrender of the Warrant (with the notice of exercise
form attached hereto as Exhibit A-1 duly executed) at the principal
office of the Company and by the payment to the Company by wire
transfer, of an amount equal to the Warrant Price multiplied by the
number of shares then being purchased. The person or persons in whose
name(s) any certificate(s) representing Shares which shall be issuable
upon exercise of this Warrant shall be deemed to have become the
holder(s) of record of, and shall be treated for all purposes as the
record holder(s) of, the shares represented thereby (and such shares
shall be deemed to have been issued) immediately prior to the close of
business on the date or dates upon which this Warrant is exercised and
the Warrant Price paid. In the event of any exercise of the rights
-- 14 --
represented by this Warrant, certificates for the shares of stock so
purchased shall be delivered to the holder hereof as soon as possible
and in any event within ten (10) days of receipt of such notice and
payment of the Warrant Price and, unless this Warrant has been fully
exercised or expired, a new Warrant representing the portion of the
Shares, if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the holder hereof as soon as
possible and in any event within such ten-day period.
3. Stock Fully Paid; Reservation of Shares. All shares that may be issued
upon the exercise of the rights represented by this Warrant will upon
issuance, be fully paid and nonassessable, and free from all taxes,
liens and charges with respect to the issue thereof. During the period
within which the rights represented by the Warrant may be exercised,
the Company will at all times have authorized and reserved for the
purpose of issuance upon exercise of the purchase rights evidenced by
this Warrant, a sufficient number of shares of Class A Common Stock to
provide for the exercise of the rights represented by this Warrant.
4. Adjustment of Warrant Price and Number of Shares. The number and kind
of securities purchasable upon the exercise of the Warrant Agreement
and the Warrant Price shall be subject to adjustment from time to time
upon the occurrence of certain events, as follows:
4.1 Reclassification. In case of any reclassification, change or
conversion of the Company's Class A Common Stock (other than a
change in par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or
combination), the Company, shall execute a new Warrant Agreement
(in form and substance reasonably satisfactory to the Holder)
providing that the Holder of this Warrant Agreement shall have
the right to exercise such new Warrant Agreement and upon such
exercise and payment of the then applicable Warrant Price to
receive, in lieu of each Share theretofore issuable upon exercise
of this Warrant Agreement, the kind and amount of shares of
stock, other securities, money and property receivable upon such
reclassification or change by a holder of one share of Class A
Common Stock. Such new Warrant Agreement shall provide for
adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 4.1.
The provisions of this Section 4.1 shall similarly apply to
successive reclassifications and changes.
4.2 Subdivision or Combination of Shares. If the Company at any time
while this Warrant remains outstanding and unexpired shall
subdivide or combine its Class A Common Stock, the Warrant Price
and the number of Shares issuable upon exercise hereof shall be
equitably adjusted.
4.3 Stock Dividends. If the Company at any time while this Warrant is
outstanding and unexpired shall pay a dividend payable in shares
of Class A Common Stock (except any distribution specifically
provided for in the foregoing Sections 4.1 and 4.2), then the
Warrant Price shall be adjusted, from and after the date of
determination of shareholders entitled to receive such dividend
or distribution, to that price determined by multiplying the
-- 15 --
Warrant Price in effect immediately prior to such date of
determination by a fraction (a) the numerator of which shall be
the total number of shares of Class A Common Stock outstanding
immediately prior to such dividend or distribution, and (b) the
denominator of which shall be the total number of shares of Class
A Common Stock outstanding immediately after such dividend or
distribution and the number of Shares subject to this Warrant
shall be appropriately adjusted.
4.4 No Impairment. The Company will not, by amendment of its Charter
or through any reorganization, recapitalization, transfer of
assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid
the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in
good faith assist in the carrying out of all the provisions of
this Article 4 and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the
Holder of this Warrant Agreement against impairment.
4.5 Notices of Record Date. In the event of any taking by the Company
of a record of its shareholders for the purpose of determining
shareholders who are entitled to receive payment of any dividend
or other distribution, or for the purpose of determining
shareholders who are entitled to vote in connection with any
proposed merger or consolidation of the Company with or into any
other corporation, or any proposed sale, lease or conveyance of
all or substantially all of the assets of the Company, or any
proposed liquidation, dissolution or winding up of the Company,
the Company shall mail to the holder of this Warrant, at least
fifteen (15) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for
the purpose of such dividend, distribution or vote, and the
amount and character of such dividend, distribution or vote.
5. Notice of Adjustments. Whenever the Warrant Price or number of Shares
shall be adjusted pursuant to the provisions hereof, the Company shall
within thirty (30) days of such adjustments deliver a certificate
signed by its chief financial officer to the registered holder(s)
hereof setting forth in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such
adjustment was calculated, and the Warrant Price after giving effect
to such adjustment.
6. Fractional Shares. No fractional Shares will be issued in connection
with any exercise hereunder, but in lieu of such fractional shares the
Company shall make a cash payment therefore upon the basis of the
Warrant Price then in effect.
7. Compliance with Securities Act, Disposition of Shares.
7.1 Compliance with Securities Act. The holder of this Warrant, by
acceptance hereof, reconfirms the representations made by the
Purchaser in a subscription agreement with the Company as of the
date hereof (the "Subscription Agreement") and agrees to the
placement of a restrictive transfer legend on this Warrant and
the certificates representing the shares.
-- 16 --
7.2 Disposition of Warrants and Shares. With respect to any
offer, sale or other disposition of this Warrant or any
Shares acquired pursuant to the exercise of this Warrant
prior to registration of this Warrant or such Shares, the
holder hereof and each subsequent holder of this Warrant
agrees to give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a
written opinion of such holder's counsel, if reasonably
requested by the Company (and, in such case, such counsel
and opinion must be reasonably acceptable to the Company),
to the effect that such offer, sale or other disposition my
be effected without registration or qualification (under the
Securities Act of 1933 (the "Act") as then in effect or any
federal or state law then in effect) and indicating whether
or not under the Act certificates for this Warrant or such
Shares to be sold or otherwise disposed of require any
restrictive legend as to applicable restrictions on
transferability in order to insure compliance with the Act.
Each certificate representing this Warrant or the Shares
thus transferred (except a transfer pursuant to Rule 144)
shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with the Act,
unless in the aforesaid opinion of counsel for the holder,
such legend is not required in order to ensure compliance
with the Act. The Company may issue stop transfer
instructions to its transfer agent in connection with the
foregoing restrictions.
8. Rights as Shareholders. No holder of the Warrant, as such, shall be
entitled to vote or receive dividends or be deemed the holder of
Shares or any other securities of the Company which may at any time be
issuable on the exercise thereof for any purpose, nor shall anything
contained herein, be construed to confer upon the holder of this
Warrant, as such any of the rights of a shareholder of the Company or
any right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to receive notice
of meetings (except as otherwise provided in Section 4.5 of this
warrant), or to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the Shares
purchasable upon the exercise hereof shall have become deliverable, as
provided herein.
9. Representations and Warranties. This Warrant is issued and delivered
on the basis of the following:
9.1 Authorization and Delivery. This Warrant has been duly authorized
and executed by the Company and when delivered will be valid and
binding obligation of the Company enforceable in accordance with
its terms; and
9.2 Shares. The Shares have been duly authorized and reserved for
issuance by the Company and when issued and paid for in
accordance with the terms hereof, will be validly issued, fully
paid and nonassessable.
-- 17 --
10. Modification and Waiver. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in
writing signed by the party against which enforcement of the same is
sought.
11. Notices. Any notice, request or other document required or permitted
to be given or delivered to the holder hereof or the Company shall be
delivered in the manner set forth in the Subscription Agreement.
12. Binding Effect of Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger of consolidation, and all
of the obligations of the Company relating to the Shares issuable upon
the exercise of this Warrant shall be as set forth in the Subscription
Agreement, the Company's Charter and the Company's by-laws (each as
amended from time to time) and shall survive the exercise and
termination of this Warrant and all of the covenants and agreements
herein and in such other documents and instruments of the Company
shall inure to the benefit of the successors and assigns of the holder
hereof. The Company will, at the time of the exercise of this Warrant,
in whole or in part, upon request of the holder hereof but at the
Company's expense, acknowledge in writing its continuing obligation to
the holder hereof in respect of any rights (including without
limitation, any right to registration of the Shares) to which the
holder hereof shall continue to be entitled after such exercise in
accordance with this Warrant; provided that the failure of the holder
hereof to make any such request shall not affect the continuing
obligation of the Company to the holder hereof in respect of such
rights.
13. Lost Warrants or Stock Certificates. The Company covenants to the
holder hereof that upon receipt of evidence reasonable satisfactory to
the Company of the loss, theft, destruction, or mutilation of this
Warrant or any stock certificates and, in the case of any such loss,
theft or destruction, upon receipt of an indemnity reasonable
satisfactory to the Company, or in the case of any such mutilation
upon surrender and cancellation of such Warrant or stock certificate,
the Company will make and deliver a new Warrant or stock certificate,
or like tenor, in lieu of the lost, stolen, destroyed or mutilated
Warrant or stock certificate.
14. Descriptive Headings. The descriptive headings of the several
paragraphs of this Warrant are inserted for convenience only and do
not constitute a part of this Warrant.
15. Governing Law. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by,
the laws of the Commonwealth of Massachusetts.
PHC, INC.
By: /s/ Xxxxx X. Shear
____________________________
Xxxxx X. Shear, President
Date:
-- 18 --
Exhibit A-1
Notice of Exercise
To:
1. The undersigned hereby elects to purchase _______ Shares of PHC, Inc.
pursuant to the terms of the attached Warrant, and tenders herewith payment of
the purchase price of such Shares in full.
2. Please issue a certificate or certificates representing the Shares
deliverable upon the exercise set forth in paragraph 1 in the name of the
undersigned or, subject to compliance with the restrictions on transfer set
forth in Section 7 of the Warrant, in such other name or names as are specified
below:
_____________________________________
(Name)
_____________________________________
_____________________________________
_____________________________________
(Address)
3. The undersigned represents that the aforesaid shares are being
acquired for the account of the undersigned for investment and not
with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has not present intention of
distributing or reselling such shares.
_____________________________________
Signature
_____________________________________
Date
-- 19 --
