accesskey_ex1031.htm

Exhibit 10.31

     

    THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON ITS
EXERCISE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”)
AND SHALL NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER HAS BEEN
REGISTERED UNDER THE SECURITIES ACT AND STATE ACTS, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS IS AVAILABLE, THE AVAILABILITY OF WHICH MUST BE
ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

    


    CLASS
A STOCK PURCHASE WARRANT

    


    
      	
              Warrant
      No. -----

            	
              Number
      of Shares:  ________________

            
	 
      	 
      


    

    ACCESSKEY
IP, INC.

    COMMON
STOCK, NO PAR VALUE PER SHARE

    VOID
AFTER 5:00 P.M. EASTERN STANDARD TIME

    ON
DECEMBER 31, 2013

    


    This
Warrant is issued to Physicians Healthcare Management Group, Inc. (“Holder”) by
AccessKey IP, Inc. (the “Company”), a Nevada corporation, having a place of
business at 8100 M4 Wyoming Blvd NE, Suite 420, Albuquerque, New
Mexico.

    


    For value
received and subject to the terms and conditions hereinafter set out, Holder is
entitled to purchase from the Company 20,000,000 fully paid and nonassessable
shares of common stock, no par value per share (“Common Shares”) of the Company,
at a purchase price per share of $0.005 per share.

    


    The
Holder may exercise this Warrant, in whole or in part, upon surrender of this
Warrant, with the exercise form annexed hereto duly executed, at the office of
the Company, or such other office as the Company shall notify the Holder in
writing, together with a certified or bank cashier’s check payable to the order
of the Company in the amount of the Purchase Price times the number of Common
Shares being purchased.

    


    1.           The
person or persons in whose name or names any certificate representing Common
Shares is issued hereunder shall be deemed to have become the holder of record
of the Common Shares represented thereby as of the close of business on the date
on which this Warrant is exercised with respect to such shares, whether or not
the transfer books of the Company shall be closed.  Until such time as
this Warrant is exercised or terminates, the Purchase Price payable and the
number and character of securities issuable upon exercise of this Warrant are
subject to adjustment as hereinafter provided.

    


    5. Unless
previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard
Time, on December 31, 2013 and shall be void
thereafter or can be extended at the Company’s discretion (“Expiration
Date”).

    


    3.           The
Company covenants that it will at all times reserve and keep available a number
of its authorized Common Shares, free from all preemptive rights, which will be
sufficient to permit the exercise of this Warrant.  The Company
further covenants that such shares as may be issued pursuant to the exercise of
this Warrant, upon issuance, will be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, and charges.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


    4.           If
the Company subdivides its outstanding Common Shares, by split-up or otherwise,
or combines its outstanding Common Shares, the Purchase Price then applicable to
shares covered by this Warrant shall forthwith be proportionately decreased in
the case of a subdivision, or proportionately increased in the case of a
combination.

    


    5.           If
(a) the Company reorganizes its capital, reclassifies its capital stock,
consolidates or merges with or into another corporation (but only if the Company
is not the surviving corporation and no longer has more than a
single shareholder) or sells, transfers or otherwise disposes of all or
substantially all its property, assets, or business to another corporation, and
(b) pursuant to the terms of such reorganization, reclassification, merger,
consolidation, or disposition of assets, shares of common stock of the successor
or acquiring corporation, or any cash, shares of stock, or other securities or
property of any nature whatsoever (including warrants or other subscription or
purchase rights) in addition to or in lieu of common stock of the successor or
acquiring corporation (“Other Property”), are to be received by or distributed
to the holders of Common Shares, then (c) Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the same number of shares of common
stock of the successor or acquiring corporation and Other Property receivable
upon such reorganization, reclassification, merger, consolidation, or
disposition of assets as a holder of the number of Common Shares for which this
Warrant is exercisable immediately prior to such event. At the time of such
reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation shall expressly assume the due
and punctual observance and performance of each and every covenant and condition
of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may be
deemed appropriate (as determined by resolution of the Board of Directors of the
Company) in order to adjust the number of shares of the common stock of the
successor or acquiring corporation for which this Warrant is exercisable. For
purposes of this section, “common stock of the successor or acquiring
corporation” shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock, or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this section shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations, or disposition of
assets.

    


    6.           If
a voluntary or involuntary dissolution, liquidation or winding up of the Company
(other than in connection with a merger or consolidation of the Company) is at
any time proposed during the term of this Warrant, the Company shall give
written notice to the Holder at least thirty days prior to the record date of
the proposed transaction.  The notice shall contain: (1) the date on
which the transaction is to take place; (2) the record date (which must be at
least thirty days after the giving of the notice) as of which holders of the
Common Shares entitled to receive distributions as a result of the transaction
shall be determined; (3) a brief description of the transaction; (4) a brief
description of the distributions, if any, to be made to holders of the Common
Shares as a result of the transaction; and (5) an estimate of the fair market
value of the distributions.  On the date of the transaction, if it
actually occurs, this Warrant and all rights existing under this Warrant shall
terminate.


    
      
         


      

      
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    7.           In
no event shall any fractional Common Share of the Company be issued upon any
exercise of this Warrant.  If, upon exercise of this Warrant as an
entirety, the Holder would, except as provided in this Section 7, be entitled to
receive a fractional Common Share, then the Company shall issue the next higher
number of full Common Shares, issuing a full share with respect to such
fractional share.  If this Warrant is exercised at one time for less
than the maximum number of Common Shares purchasable upon the exercise hereof,
the Company shall issue to the Holder a new warrant of like tenor and date
representing the number of Common Shares equal to the difference between the
number of shares purchasable upon full exercise of this Warrant and the number
of shares that were purchased upon the exercise of this Warrant.

    


    8.           Whenever
the Purchase Price is adjusted, as herein provided, the Company shall promptly
deliver to the Holder a certificate setting forth the Purchase Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment.

    


    9.           If
at any time prior to the expiration or exercise of this Warrant, the Company
shall pay any dividend or make any distribution upon its Common Shares or shall
make any subdivision or combination of, or other change in its Common Shares,
the Company shall cause notice thereof to be mailed, first class, postage
prepaid, to Holder at least thirty full business days prior to the record date
set for determining the holders of Common Shares who shall participate in such
dividend, distribution, subdivision, combination or other
change.  Such notice shall also specify the record date as of which
holders of Common Shares who shall participate in such dividend or distribution
is to be determined.  Failure to give such notice, or any defect
therein, shall not affect the legality or validity of any dividend or
distribution.

    


    10.           The
Company will maintain a register containing the names and addresses of the
Holder and any assignees of this Warrant.  Holder may change its
address as shown on the warrant register by written notice to the Company
requesting such change.  Any notice or written communication required
or permitted to be given to the Holder may be delivered by confirmed facsimile
or telecopy or by a recognized overnight courier, addressed to Holder at the
address shown on the warrant register.

    


    11.           This
Warrant has not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws (“State Acts”) or
regulations in reliance upon exemptions under the Securities Act, and exemptions
under the State Acts. Subject to compliance with the Securities Act and State
Acts, this Warrant and all rights hereunder are transferable in whole or in
part, at the office of the Company at which this Warrant is exercisable, upon
surrender of this Warrant together with the assignment hereof properly endorsed.
The Common Stock into which the Warrants are exercisable will have piggyback
registration rights, and the Warrants will be transferable. If within 180 days
of the Bankruptcy Plan approval, the Company does not register the shares of
Common Stock into which the Warrants are exercisable, or the shares of Common
Stock into which the Warrants are exercisable are not otherwise freely tradable,
then, at Holder’s option, the Warrant exercise may be cashless.

    


    12.           In
case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company
may issue a new warrant of like tenor and denomination and deliver the same (a)
in exchange and substitution for and upon surrender and cancellation of any
mutilated Warrant, or (b) in lieu of any Warrant lost, stolen, or destroyed,
upon receipt of evidence satisfactory to the Company of the loss, theft or
destruction of such Warrant (including a reasonably detailed affidavit with
respect to the circumstances of any loss, theft, or destruction) and of
indemnity with sufficient surety satisfactory to the Company.


    
      
         


      

      
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    13.           Unless
a current registration statement under the Securities Act, shall be in effect
with respect to the securities to be issued upon exercise of this Warrant, the
Holder, by accepting this Warrant, covenants and agrees that, at the time of
exercise hereof, and at the time of any proposed transfer of securities acquired
upon exercise hereof, the Company may require Holder to make such
representations, and may place such legends on certificates representing the
Common Shares issuable upon exercise of this Warrant, as may be reasonably
required in the opinion of counsel to the Company to permit such Common Shares
to be issued without such registration.

    


    14.           
This Warrant does not entitle Holder to any of the rights of a stockholder of
the Company.

    


    15.           Nothing
expressed in this Warrant and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties to this Agreement any
covenant, condition, stipulation, promise, or agreement contained herein, and
all covenants, conditions, stipulations, promises and agreements contained
herein shall be for the sole and exclusive benefit of the parties hereto and
their respective successors and assigns.

    


    16.           The
provisions and terms of this Warrant shall be construed in accordance with the
laws of the State of Illinois.

    


    IN
WITNESS WHEREOF, this Warrant has been duly executed by the Company as of
JANUARY 28, 2009.

    


    


    


    
      	 
      	
              AccessKey
      IP, Inc.

            
	 
      	 
      
	 
      	 
      
	 
      	
              /s/
      Bruce
      Palmer                                     
      

            
	 
      	
              Bruce
      Palmer, President

            


    

    


     

     

     

     

     

     

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