exv4w3xiy



 






Exhibit 4.3(i)



NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.




THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.




CLAIMSNET.COM INC.




Warrant for the Purchase




of 25,000

Shares of Common Stock, Par Value $.001 Per Share




No.    W-2004-01    June 30, 2004



THIS CERTIFIES that, for value received, Thomas Michel, with an address of Sonnacker 44, CH-8905
Arni / Switzerland (together with all permitted assigns, the “Holder”) is entitled to subscribe
for, and purchase from, CLAIMSNET.COM INC., a Delaware corporation (the “Company”), upon the terms
and conditions set forth herein, at any time or from time to time during the period commencing on
the date hereof (the “Initial Exercise Date”) and terminating at 5:00 p.m., New York City local
time, on December 31, 2007 (the “Exercise Period”), 25,000 shares of common stock, par value $.001
per share (the “Common Stock”). This Warrant is exercisable at an exercise price per share equal
to $0.20 per share, subject to adjustment as provided herein (as adjusted, the “Exercise Price”);
provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the
rights granted by this Warrant, including the number of shares of Common Stock, to be received upon
such exercise, shall be adjusted as therein specified.




     Each share of Common Stock issuable upon the exercise hereof shall be hereinafter referred to
as a “Warrant Share”.



     Section 1 Exercise of Warrant.



          This Warrant may be exercised during the Exercise Period, either in whole or in part, by the
surrender of this Warrant (with the election at the end hereof duly executed) to the Company at its
office at 14860 Montfort Dr., Suite 250, Dallas, Texas 75254, or at such other place as is
designated in writing by the Company, together with a certified or bank cashier’s check payable to
the order of the Company in an amount equal to the product of the Exercise Price and the number of
Warrant Shares for which this Warrant is being exercised.



     Section 2 Rights Upon Exercise; Delivery of Securities.



          Upon each exercise of the Holder’s rights to purchase Warrant Shares, the Holder shall be



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deemed to be the holder of record of the Warrant Shares, notwithstanding that the transfer
books of the Company shall then be closed or certificates representing the Warrant Shares with
respect to which this Warrant was exercised shall not then have been actually delivered to the
Holder. As soon as practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates representing the Warrant Shares issuable
upon such exercise, registered in the name of the Holder or its designee. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a Warrant evidencing the right of the Holder to purchase the balance of the
aggregate number of Warrant Shares purchasable hereunder as to which this Warrant has not been
exercised or assigned.




     Section 3 Registration of Transfer and Exchange.



          Any Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered
and shall be registered in a warrant register (the “Warrant Register”) as they are issued. The
Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as
the owner in fact thereof for all purposes, and shall not be bound to recognize any equitable or
other claim to, or interest in, such Warrant on the part of any other person, and shall not be
liable for any registration or transfer of Warrants which are registered or to be registered in the
name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a
fiduciary or nominee is committing a breach of trust in requesting such registration of transfer,
or with the knowledge of such facts that its participation therein amounts to bad faith. This
Warrant shall be transferable on the books of the Company only upon delivery thereof duly endorsed
by the Holder or by his duly authorized attorney or representative, or accompanied by proper
evidence of succession, assignment, or authority to transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly authenticated
evidence of his, her, or its authority shall be produced. Upon any registration of transfer, the
Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may
be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of
different denominations, of like tenor and representing in the aggregate the right to purchase a
like number of Warrant Shares (or portions thereof), upon surrender to the Company or its duly
authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause
Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company,
such transfer does not comply with the provisions of the Securities Act and the rules and
regulations thereunder.



     Section 4 Reservation of Shares.



          The Company shall at all times reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of providing for the exercise of the Warrants, such number of
shares of Common Stock as shall, from time to time, be sufficient therefor. The Company represents
that all shares of Common Stock issuable upon exercise of this Warrant are duly authorized and,
upon receipt by the Company of the full payment for such Warrant Shares, will be validly issued,
fully paid, and nonassessable, without any personal liability attaching to the ownership thereof
and will not be issued in violation of any preemptive or similar rights of stockholders.



     Section 5 Antidilution.



          (a) In the event that the Company shall at any time after the Initial Exercise Date: (i)
declare a dividend on the outstanding Common Stock payable in shares of its capital stock; (ii)
subdivide the outstanding Common Stock; (iii) combine the outstanding Common Stock into a smaller
number of shares; or (iv) issue any shares of its capital stock by reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then, in each case, the Exercise Price per Warrant
Share in effect at the time of the record date for the determination of stockholders entitled to
receive such dividend or distribution or of the effective date of such subdivision, combination, or
reclassification shall be adjusted so that it shall equal the price determined by multiplying such
Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to such action, and the denominator of which shall be the number of
shares of Common Stock outstanding after giving effect to such action. Such adjustment shall be
made successively whenever any event listed above shall occur and shall become effective at the
close of business on such record date or at the close of business on the date immediately preceding
such effective date, as applicable.



          (b) All calculations under this Section 5 shall be made to the nearest cent or to the nearest



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one-hundredth of a share, as the case may be.




          (c) In any case in which this Section 5 shall require that an adjustment in the number of
Warrant Shares be made effective as of a record date for a specified event, the Company may elect
to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this
Warrant after such record date, the Warrant Shares, if any, issuable upon such exercise over and
above the number of Warrant Shares issuable upon such exercise on the basis of the number of shares
of Common Stock in effect prior to such adjustment; provided, however, that the Company shall
deliver to the Holder a due bill or other appropriate instrument evidencing the Holder’s right to
receive such additional shares of Common Stock upon the occurrence of the event requiring such
adjustment.



          (d) Whenever there shall be an adjustment as provided in this Section 5, the Company shall
within 15 days thereafter cause written notice thereof to be sent by registered mail, postage
prepaid, to the Holder, at its address as it shall appear in the Warrant Register, which notice
shall be accompanied by an officer’s certificate setting forth the number of Warrant Shares
issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement
of the facts requiring such adjustment and the computation thereof, which officer’s certificate
shall be conclusive evidence of the correctness of any such adjustment absent manifest error.



          (e) The Company shall not be required to issue fractions of shares of Common Stock or other
capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of
Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the
Company shall pay in lieu of such fraction an amount in cash equal to the same fraction of the
average closing sale price (or average of the closing high bid and low asked prices, if closing
sale price is not available) of Common Stock for the 10 trading days ending on and including the
date of exercise of this Warrant.



          (f) No adjustment in the Exercise Price per Warrant Share shall be required if such adjustment
is less than $.05; provided, however, that any adjustments which by reason of this Section 5 are
not required to be made shall be carried forward and taken into account in any subsequent
adjustment.



          (g) Whenever the Exercise Price payable upon exercise of this Warrant is adjusted pursuant to
subsection (a) above, the number of Warrant Shares issuable upon exercise of this Warrant shall
simultaneously be adjusted by multiplying the number of Warrant Shares theretofore issuable upon
exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by the Exercise Price, as adjusted.



     Section 6 Reclassification; Reorganization; Merger.



          (a) In case of any capital reorganization, other than in the cases referred to in Section 5(a)
hereof, or the consolidation or merger of the Company with or into another corporation (other than
a merger or consolidation in which the Company is the continuing corporation and which does not
result in any reclassification of the outstanding shares of Common Stock or the conversion of such
outstanding shares of Common Stock into shares of other stock or other securities or property), or
in the case of any sale, lease, or conveyance to another corporation of the property and assets of
any nature of the Company as an entirety or substantially as an entirety (such actions being
hereinafter collectively referred to as “Reorganizations”), there shall thereafter be deliverable
upon exercise of this Warrant (in lieu of the number of Warrant Shares theretofore deliverable) the
number of shares of stock or other securities or property to which a holder of the respective
number of Warrant Shares which would otherwise have been deliverable upon the exercise of this
Warrant would have been entitled upon such Reorganization if this Warrant had been exercised in
full immediately prior to such Reorganization. In case of any Reorganization, appropriate
adjustment, as determined in good faith by the Board of Directors of the Company, shall be made in
the application of the provisions herein set forth with respect to the rights and interests of the
Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as
possible, in relation to any shares or other property thereafter deliverable upon exercise of this
Warrant. Any such adjustment shall be made by, and set forth in, a supplemental agreement between
the Company, or any successor thereto, and the Holder, with respect to this Warrant, and shall for
all purposes hereof conclusively be deemed to be an appropriate adjustment. The Company shall not
effect any such Reorganization unless, upon or prior to the consummation thereof, the successor
corporation, or if the Company shall be the surviving corporation in any such Reorganization and is
not the issuer of the shares of stock or other securities or property to be delivered to holders of
shares of the Common Stock outstanding at the effective time thereof, then such issuer, shall
assume by written instrument the obligation to deliver to the Holder such shares of stock,
securities, cash, or other property as such Holder shall be



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entitled to purchase in accordance with the foregoing provisions. In the event of sale,
lease, or conveyance or other transfer of all or substantially all of the assets of the Company as
part of a plan for liquidation of the Company, all rights to exercise this Warrant shall terminate
30 days after the Company gives written notice to the Holder that such sale or conveyance or other
transfer has been consummated.




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(b) In case of any reclassification or change of the shares of Common Stock issuable upon exercise
of this Warrant (other than a change in par value or from a specified par value to no par value, or
as a result of a subdivision or combination, but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger of another corporation
into the Company in which the Company is the continuing corporation and in which there is a
reclassification or change (including a change to the right to receive cash or other property) of
the shares of Common Stock (other than a change in par value, or from no par value to a specified
par value, or as a result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder or holders of this Warrant shall have the
right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of
stock and other securities, property, cash, or any combination thereof receivable upon such
reclassification, change, consolidation, or merger by a holder of the number of Warrant Shares for
which this Warrant might have been exercised immediately prior to such reclassification, change,
consolidation, or merger. Thereafter, appropriate provision shall be made for adjustments which
shall be as nearly equivalent as practicable to the adjustments in Section 5.




          (c) The above provisions of this Section 6 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive consolidations, mergers,
sales, leases, or conveyances.



     Section 7 Notice of Certain Events.



          In case at any time the Company shall propose:



     (a) to pay any dividend or make any distribution on shares of Common Stock in shares of Common
Stock or make any other distribution (other than regularly scheduled cash dividends which are not
in a greater amount per share than the most recent such cash dividend) to all holders of Common
Stock; or



     (b) to issue any rights, warrants, or other securities to all holders of Common Stock
entitling them to purchase any additional shares of Common Stock or any other rights, warrants, or
other securities; or



     (c) to effect any reclassification or change of outstanding shares of Common Stock or any
consolidation, merger, sale, lease, or conveyance of property, as described in Section 6; or



     (d) to effect any liquidation, dissolution, or winding-up of the Company; or




     (e) to take any other action which would cause an adjustment to the Exercise Price per Warrant
Share;


then, and in any one or more of such cases, the Company shall give written notice thereof by
registered mail, postage prepaid, to the Holder at the Holder’s address as it shall appear in the
Warrant Register, mailed at least 10 days prior to: (i) the date as of which the holders of record
of shares of Common Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined; (ii) the date on which any such
reclassification, change of outstanding shares of Common Stock, consolidation, merger, sale, lease,
conveyance of property, liquidation, dissolution, or winding-up is expected to become effective and
the date as of which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any, deliverable upon such
reclassification, change of outstanding shares, consolidation, merger, sale, lease, conveyance of
property, liquidation, dissolution, or winding-up; or (iii) the date of such action which would
require an adjustment to the Exercise Price per Warrant Share.




     Section 8 Charges and Taxes.



          The issuance of any shares or other securities upon the exercise of this Warrant and the
delivery of certificates or other instruments representing such shares or other securities shall be
made without charge to the Holder for any tax or other charge in respect of such issuance. The
Company shall not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any certificate in a name other than that of the
Holder and the Company shall not be required to issue or deliver any such certificate unless and
until the person or persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that such tax has been
paid.



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     Section 9 Periodic Reports.



          The Company agrees that until all the Warrant Shares shall have been sold pursuant to Rule 144
under the Securities Act or a Registration Statement under the Securities Act, it shall use best
efforts to keep current in filing all reports, statements, and other materials required to be filed
with the Commission to permit holders of the Warrant Shares to sell such securities under Rule 144
under the Securities Act.



     Section 10 Legend.



          Until sold pursuant to the provisions of Rule 144 or otherwise registered under the Securities
Act, the Warrant Shares issued on exercise of the Warrants shall be subject to a stop transfer
order and the certificate or certificates representing the Warrant Shares shall bear the following
legend:


THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY
RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.




     Section 11 Loss; Theft; Destruction; Mutilation.



          Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or
mutilation of any Warrant (and upon surrender of any Warrant if mutilated), and upon receipt by the
Company of reasonably satisfactory indemnification, the Company shall execute and deliver to the
Holder thereof a new Warrant of like date, tenor, and denomination.



     Section 12 Stockholder Rights.



          The Holder of any Warrant shall not have, solely on account of such status, any rights of a
stockholder of the Company, either at law or in equity, or to any notice of meetings of
stockholders or of any other proceedings of the Company, except as provided in this Warrant.



     Section 13 Governing Law.



          This Warrant shall be construed in accordance with the laws of the State of New York
applicable to contracts made and performed within such State, without regard to principles of
conflicts of law.



[REMAINDER OF PAGE INTENTIONALLY BLANK]




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          IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first above written.



	 	 	 	 	 
	 	 	CLAIMSNET.COM INC.
	 
	 	 	 	 
	

	 	    By:
	 	   /s/ Don Crosbie
	

	 	 	 	 
	

	 	 	 	Name: Don Crosbie
	

	 	 	 	Title: CEO






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FORM OF ASSIGNMENT




(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)




     FOR VALUE RECEIVED,                                hereby sells, assigns, and transfers unto
                               a Warrant to purchase                     shares of Common Stock, par value $.001 per
share, of Claimsnet.com inc., a Delaware corporation (the “Company”), and does hereby irrevocably
constitute and appoint                      attorney to transfer such Warrant on the books of the Company,
with full power of substitution.



	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	 	 	 






	 	 	 	 	 	 	 
	

	 	Signature	 	 	 	 
	

	 	 	 	 	 	 






NOTICE




     The signature on the foregoing Assignment must correspond to the name as written upon the face
of this Warrant in every particular, without alteration or enlargement or any change whatsoever.



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ELECTION TO EXERCISE




To: Claimsnet.com inc.




     The undersigned hereby exercises his, her, or its rights to purchase shares of Common Stock,
par value $.001 per share (“the Common Stock”), of Claimsnet.com inc., a Delaware corporation (the
“Company”), covered by the within Warrant and tenders payment herewith in the amount of $___in
accordance with the terms thereof, and requests that certificates for the securities constituting
such shares of Common Stock be issued in the name of, and delivered to:



(Print Name, Address, and Social Security or Tax Identification Number)



and, if such number of shares of Common Stock shall not constitute all such shares of Common Stock
covered by the within Warrant, that a new Warrant for the balance of the shares of Common Stock
covered by the within Warrant shall be registered in the name of, and delivered to, the undersigned
at the address stated below.




	 	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	Name	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	(Print)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 
	

	 	 	 	 
	

	 	          (Signature)	 	 







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