THIS WARRANT AGREEMENT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED. PROSPECTIVE MEMBERS OF THE COMPANY SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE MEMBERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY. WARRANT AGREEMENT Issue Date: April [ ], 2015 (the Effective Date ) THIS WARRANT AGREEMENT is made and entered into by and among P.A. INVESTMENT HOLDINGS, LLC, a Delaware limited liability company (the Company ), PALADIN-AVANTI MANAGEMENT, LLC (the Holder ), PALADIN HEALTHCARE CAPITAL, LLC, PIPELINE HEALTH, LLC, and STANTON ROAD CAPITAL, LLC. The Holder has the right to purchase (a Warrant ) from the Company a membership interest therein represented by a [ percent ( %)] "Percentage Interest" (the Warrant Interest ), subject to adjustment as provided herein, at a price equal to the Exercise Price (as defined below), at any time during the Exercise Period (as defined below). For purposes of this Warrant Agreement, a Business Day shall mean any day other than Saturday, a Sunday or a day on which commercial banks in the City of Los Angeles are required or authorized by law to be closed. 1. Warrant Purchase Price; Exercise. (a) Warrant Purchase Price. The purchase price for the Warrant is [ Dollars ($ )] ("Initial Purchase Price"). Concurrently with the execution and delivery of this Warrant Agreement, the Holder shall pay the Company an amount, in cash, equal to the Initial Purchase Price to acquire the Warrant. During the Exercise Period (as defined below), the purchase price for the Warrant shall be increased by the amount of any Purchase Price Adjustment, which shall be determined in accordance with Section 1(b)_ below. 4.14.15
(b) Purchase Price Adjustment. In the event that members of the Company are required to contribute additional capital ("Additional Capital") to the Company pursuant to the terms of the Company Agreement (as defined below), the Company shall deliver written notice to the Holder of such capital need (an Additional Capital Notice ). Such Additional Capital Notice shall set forth a date (which shall be not less than fifteen (15) days following the effective date of the Additional Capital Notice), upon which the Holder shall be required to make a payment to the Company. The amount of such payment (a "Purchase Price Adjustment") shall be equal to the Holder's Percentage Interest of such Additional Capital. (c) Right to Exercise; Exercise Price. Subject to the terms and conditions set forth herein, the Holder shall have the right to exercise the Warrant at any time and from time to time during the period commencing on the Effective Date and ending on the two (2) year anniversary thereafter (the Exercise Period ) as to all of the Warrant Interest covered hereby. The Exercise Price for the Warrant Interest is the sum of the Initial Purchase Price and all Purchase Price Adjustments. (d) Exercise Notice. Holder shall be required to exercise the Warrant on or before the expiration of the Exercise Period. In order to exercise the Warrant, the Holder shall deliver, at any time prior to 5:00 p.m. Los Angeles time on the Business Day on which the Holder wishes to effect such exercise (the Exercise Date ), to the Company an executed copy of the notice of exercise in the form attached hereto as Exhibit A (the Exercise Notice ) and the Exercise Price (by delivery of immediately available funds). If, at the expiration of the Exercise Period, the Holder has not delivered an Exercise Notice, the Holder shall be deemed to have exercised the Warrant and delivered an Exercise Notice to the Company. After the delivery (or deemed delivery) of the Exercise Notice, the Holder shall promptly deliver the original warrant to the Company for cancellation. (e) Holder of Record. Subject to the termination of the Warrant pursuant to Section 12, the Holder shall, for all purposes, be deemed to have become the holder of record of the Warrant Interest upon the earlier of (i) 5:00 p.m. Los Angeles time on the Exercise Date, and (ii) the expiration of the Exercise Period, in each case irrespective of the date of delivery of such Warrant Interest. (f) Cancellation of Warrant. The Warrant shall be canceled upon its exercise for the Warrant Interest. The Warrant may not be exercised in part. 2. Delivery of Warrant Interest Upon Exercise. Upon exercise pursuant to Section 1 of this Warrant Agreement, the Company and Holder shall execute and deliver such documents as the Company shall reasonably determine to be necessary to admit the Holder as a "Member" of the Company. 3. Omitted. 4. Compliance With Securities Act. (a) Compliance with Securities Act. The Holder, by acceptance of this Warrant Agreement, agrees that the Warrant and the Warrant Interest are being acquired for investment and that the Holder will not offer, sell, or otherwise dispose of the Warrant or any Warrant Interest except under circumstances which will not result in a violation of the Securities 4.14.15-2-
Act of 1933, as amended. Upon exercise of the Warrant, the holder hereof shall, if requested by the Company, confirm in writing its investment purpose and acceptance of the restrictions on transfer of the Warrant Interest. (b) Accredited Investor; Access to Information; Pre-Existing Relationship. Holder presently qualifies and will, as of any exercise of the Warrant, qualify as an accredited investor within the meaning of Regulation D of the rules and regulations promulgated under the Securities Act of 1933, as amended. Holder has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. Holder has had access to such financial and other information as is necessary in order for Holder to make a fully informed decision as to investment in the Company, and has had the opportunity to obtain any additional information necessary to verify any of such information to which Holder has had access. Holder further represents and warrants that the Holder has either (i) a pre-existing relationship with the Company or one or more of its officers or directors consisting of personal or business contacts of a nature and duration which enable the Holder to be aware of the character, business acumen and general business and financial circumstances of the Company or the officer or director with whom such relationship exists, or (ii) such business or financial expertise as to be able to protect the Holder s own interests in connection with the purchase of the Warrant Interest. 5. Company Agreement. The Company is governed by that certain Limited Liability Company Agreement of P.A. Investment Holdings, LLC, as amended and/or amended and restated from time to time (the "Company Agreement"). During the Exercise Period, the Holder shall be subject to the duties and obligations of a Member under the Company Agreement as if the Warrant had been exercised as of the Effective Date, including, without limitation, the provisions of the Company Agreement set forth in this Section 5. Capitalized terms used in this Section 5 but not otherwise defined herein shall the meaning ascribed thereto in the Company Agreement. (a) Other Business Opportunities. The Holder and its Affiliates may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and neither the Company, the Managers nor any Unit Holder shall have any rights by virtue of this Warrant Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. Neither the Holder nor its Affiliates shall be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken by the Company. (b) Memorandum Capital Account. The Company shall maintain a memorandum Capital Account for the benefit of the Holder to which the Company shall credit any payment by the Holder of the Initial Purchase Price and the payment of any Purchase Price Adjustments. Upon the exercise of the Warrant and admission of Holder as a Member of the Company, any balance standing in such memorandum Capital Account (as adjusted by Net Profits and Net Losses, and such allocations of income, gain, loss, deduction or credit or similar items to which a Member would otherwise be entitled with respect to an Interest in the 4.14.15-3-
Company) shall be the beginning balance in the Holder's Capital Account in his capacity as a Member of the Company. (c) Allocation of Profits and Losses. For income tax purposes, the Holder shall be treated as a partner and shall be entitled to share in Net Profits and Net Losses, and to receive allocations of income, gain, loss, deduction or credit or similar items to which a Member would otherwise be entitled with respect to the Warrant Interest. (d) Cash Flow. Any distributions of Cash Flow that would be made pursuant to Section of the Company Agreement if the Warrant had been exercised as of the Effective Date shall be withheld by the Company and released to the Holder upon the delivery (or deemed delivery) of an Exercise Notice pursuant to Section 1(c) of this Warrant Agreement. (e) Transfers. The Holder may not transfer any interest in this Warrant Agreement, including, without limitation, the Warrant, except as otherwise may be provided by Article of the Company Agreement with respect to the Warrant Interest. (f) Access to Information. Holder shall not have any right to require any information or account of the Company's transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under the Company Agreement. (g) Percentage Interest Adjustments. If the Company, at any time after the Issue Date, experiences any event that results in a proportionate increase (such as the redemption of a member's interest in the Company) or proportionate decrease (such as the admission of a new member in the Company) in the Percentage Interest of the Members of the Company, the Percentage Interest attributable to the Warrant Interest shall be proportionally increased or proportionally decreased, as the case may be. 6. No Member Rights. Nothing in this Warrant Agreement shall be construed as conferring upon the Holder hereof any rights as a "Member" of the Company prior to the Exercise Date. 7. Benefits of this Warrant Agreement. Nothing in this Warrant Agreement shall be construed to confer upon any person other than the parties hereto any legal or equitable right, remedy or claim hereunder. 8. Loss, Theft, Destruction or Mutilation of Warrant Agreement. Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this Warrant Agreement, and (in the case of loss, theft or destruction) of indemnity reasonably satisfactory to the Company, and upon surrender of this Warrant Agreement, if mutilated, the Company shall execute and deliver a new Warrant Agreement of like tenor and date. 9. Notice or Demands. Any notice, demand or request required or permitted to be given by the Company or the Holder pursuant to the terms of this Warrant Agreement shall be in writing and shall be deemed delivered (i) when delivered personally or by verifiable facsimile transmission, unless such delivery is made on a day that is not a Business Day, in which case such delivery will be deemed to be made on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a reputable overnight courier and (iii) on the Business Day 4.14.15-4-
actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), addressed as follows: If to the Company: If to the Holder: 10. Applicable Law. This Warrant Agreement is issued under and shall for all purposes be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within the State of Delaware. 11. Amendments. No amendment, modification or other change to, or waiver of any provision of, this Warrant Agreement may be made unless such amendment, modification or change is set forth in writing and is signed by the Company and the Holder. 12. Termination. This Warrant Agreement shall terminate, and no longer be exercisable, in the event that (a) the Exercise Price is adjusted pursuant to Section 3 and the Holder fails to timely pay any Purchase Price Adjustment to the Company, or (b) the Holder breaches the terms of this Warrant Agreement and such breach is not cured within thirty (30) days after written notice thereof from the Company. 13. Dispute Resolution. Any dispute or controversy arising under this Warrant Agreement, or in connection with any of the terms and conditions hereof, (including, without limitation, the calculation of the Exercise Price and the calculation of any Purchase Price Adjustment), shall be resolved pursuant to the arbitration procedure in the Company Agreement. NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "DISPUTE RESOLUTION" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "DISPUTE RESOLUTION" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF CALIFORNIA LAW. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. I HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE 4.14.15-5-
MATTERS INCLUDED IN THE "DISPUTE RESOLUTION" PROVISION TO NEUTRAL ARBITRATION. HOLDER'S INITIALS: MANAGER'S INITIALS: 14. Entire Agreement. This Warrant Agreement constitutes the entire agreement and supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof. 15. Headings. The headings in this Warrant Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 16. Restrictions. The Holder acknowledges that the Warrant Interest acquired upon exercise of the Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. 17. Successors and Assigns. Subject to applicable securities laws and the provisions hereof, this Warrant Agreement and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of the Holder. [Signature Page to Follow] 4.14.15-6-
IN WITNESS WHEREOF, the Company has duly executed and delivered this Warrant Agreement as of the Issue Date. P.A. INVESTMENT HOLDINGS, LLC a Delaware limited liability company By:, Manager 4.14.15-7-
EXHIBIT A to WARRANT AGREEMENT EXERCISE NOTICE The undersigned Holder hereby irrevocably exercises the right to purchase a membership interest ( Warrant Interest ) in P.A. INVESTMENT HOLDINGS, LLC evidenced by the attached Warrant Agreement (the Warrant ), and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant Agreement. Date: By: Name: Title: Name of Registered Holder 4.14.15 EXHIBIT A -1-