accesskey_10q-ex1032.htm


    
      
        

      

    

    EXHIBIT
10.32

     

    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.
      0736109-01	Number of
      Shares: 25,000,000


    

     

    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 25,000,000 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, or an aggregate of One
Hundred Fifty Thousand Dollars ($150,000.00).

    


    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.

     

    2.   Unless
previously exercised, this Warrant shall expire at 5:00 p.m. Eastern Standard
Time, on December 31, 2014 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 90 days, 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 Florida.

    


    IN
WITNESS WHEREOF, this Warrant has been duly executed by the Company as of JULY
31, 2009.

     

     

    
      	 	AccessKey IP,
    Inc.	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Bruce Palmer,
      President	 


    

     

     

     

     

    
      
        
        

      

      
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