Warrant to Purchase Series B Convertible Preferred Stock



 Exhibit 10.18 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT
TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 
 WARRANT TO PURCHASE STOCK 
  

			
	 Corporation:
 Number of Shares:
 Class of Stock:
 Initial Exercise Price:
 Issue Date:
 Expiration Date:
	  	 In-Patient Consultants Management, Inc., a Delaware Corporation
 285,714
 Series B Convertible Preferred Stock
 $0.70
 March 7, 2000
 March 7, 2005 (Subject to Article 4.1)


 THIS WARRANT CERTIFIES THAT, in consideration of the payment of $1.00 and for other good and
valuable consideration, IMPERIAL BANK or registered assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the
“Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth of this
Warrant. 
 ARTICLE 1. EXERCISE  
 1.1
Method Exercise. Holder may exercise this Warrant by delivering this Warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion
right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 
 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing
(a) the aggregate fair market value of the Shares being exercised or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of the Shares being exercised by (b) the fair market value of one
Share. The fair market value of the Shares shall be determined pursuant to Section 1.3. ` 
 1.3 Fair Market Value. If the Shares
are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately
before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. The foregoing
notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable 








 
investment banking firm to undertake such valuation. If the valuation of such investment banking firm is greater than that determined by the Board of
Directors, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fees and expenses shall be paid by Holder. 
 1.4 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder
certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 
 1.5 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, or surrender and cancellation of this Warrant, the Company at its
expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 
 1.6 Repurchase on Sale Merger. or
Consolidation of the Company. 
 1.6.1. “Acquisition”. For the purpose of this Warrant, “Acquisition” means any
sale, license, or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before
the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. 
 1.6.2.
Assumption of Warrant. If upon the closing of any Acquisition the successor entity assumes the obligations of this Warrant, then this warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares
issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly. The Company shall use reasonable
efforts to cause the surviving corporation to assume the obligations of this Warrant. 
 1.6.3. Nonassumption. If upon the closing of
any Acquisition the successor entity does, not assume the obligations of this Warrant and Holder has not otherwise exercised this Warrant in full, then the unexercised portion of this Warrant shall be deemed to have been automatically exercised
pursuant to Section 1.2 and thereafter Holder shall participate in the Acquisition on the same terms as other holders of the same class of securities of the Company. 
 1.6.4. Repurchase Right. Notwithstanding the foregoing, at the election of Holder, the Company shall purchase the unexercised portion of this Warrant for cash upon the closing of any Acquisition for an amount
equal to (a) the fair market value of any consideration that would have been received by Holder in consideration of the Shares had Holder exercised the unexercised portion of this Warrant immediately before the record date for determining the
shareholders entitled to participate in the proceeds of the Acquisition, less (b) the aggregate Warrant Price of the Shares, but in no event less than zero. 
  

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 ARTICLE 2. ADJUSTMENTS TO THE SHARES 
 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its Preferred Series B Stock payable in Preferred Series B Stock, or other securities, subdivides the outstanding Preferred Series
B Stock into a greater amount of Preferred Series B Stock, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled
had Holder owned the Shares of record as of the date the dividend or subdivision occurred. 
 2.2 Reclassification, Exchange or
Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon
exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other
event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to Preferred Series B Stock pursuant to the terms of the Company’s Certificate of
Incorporation upon the closing of a registered public offering of the Company’s Preferred Series B Stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall
provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable
upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 
 2.3 Adjustments for Combinations. Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased. 
 2.4 Adjustment for Diluting Issuances. The Warrant Price
and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment, from time to time, in the manner set forth on Exhibit B, if attached, in the event of Diluting issuances (as defined on Exhibit A). 
 2.5 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, 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 under this Warrant by the Company, but shall at all
times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article against impairment. If the Company takes any action
affecting the Shares or its Preferred Series B Stock other than as described above that adversely affects Holder’s rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this
Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 
  

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 2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its
expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish
Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 
 ARTICLE
3. REPRESENTATIONS AND COVENANTS 
 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder
as follows: 
 (a) The initial Warrant Price referenced on the first page of this Warrant is not greater than the fair market value of the
Shares as of the date of this Warrant. 
 (b) All Shares which may be issued upon the exercise of the purchase right represented by this
Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided
for herein or under applicable federal and state securities laws. 
 3.2 Notice of Certain Events. If the Company proposes at any time
(a) to declare any dividend or distribution upon its Preferred Series B Stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any
class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of Preferred Series B Stock; (d) to merge or consolidate with or into any other
corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the
company’s securities for cash, then, in connection with each such event, the Company shall give Holder (I) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of Preferred Series B Stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the
matters referred to in (c) and (d) above at least 20 days prior written notice, of the date when the same will take place (and specifying the date on which the holders of Preferred Series B Stock will be entitled to exchange their
Preferred Series B Stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights.

 3.3 Information Rights. So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder
(a) promptly after mailing, copies of all communiques to the shareholders of the Company, (b) within one hundred twenty (120) days after the end of each fiscal year of the Company, the annual audited financial statements of the
Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company’s quarterly, unaudited financial
statements. 
  

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 3.4 Registration-Under Securities Act-of 1933. The Company agrees that the Shares shall be subject
to the registration rights set forth on Exhibit B. 
 ARTICLE 4. MISCELLANEOUS. 
 4.1 Notice of Expiration Date. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date
set forth above. The Company shall give Holder written notice of Holder’s right to exercise this Warrant in the form attached as Appendix 2 not more than 90 days and not less than 30 days before the Expiration Date. If the notice is not so
given, the Expiration Date shall automatically be extended until 30 days after the date the Company delivers the notice to Holder. 
 4.2
Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 
 4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there
is no material question as to the availability of current information as referenced in Rule 144 (c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with
Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale. 
 4.4 Transfer Procedure. Subject to
the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the
Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if
applicable); provided, however that Holder may transfer all or part of this Warrant to its affiliates, including, without limitation, Imperial Bancorp, at any time without notice to the Company, and such affiliate shall then be entitled to
all the rights of Holder under this Warrant and any related agreements, and the Company shall cooperate fully in ensuring that any stock issued upon exercise of this Warrant is issued to in the name of the affiliate that exercises the Warrant,
provided however, that proper notice of assignment has been furnished to the Company. The terms and conditions of this Warrant shall 

  

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inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective permitted successors and assigns. Unless the Company is
filing financial information with the SEC pursuant to the Securities Exchange Act of 1934, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 
 4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when
given personally or mailed by first-class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time.

 4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 
 4.7 Attorneys’ Fees
In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable
attorneys’ fees. 
 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State
of California, without giving effect to its principles regarding conflicts of law. 
  

			
	In-Patient Consultants Management, Inc
		
	By:	 	 /s/ Adam D. Singer, M.D.

	Name:	 	Adam D. Singer, M.D.
	Title:	 	Chief Executive Officer
		
	By:	 	 /s/ Devra G. Shapiro

	Name:	 	Devra G. Shapiro
	Title:	 	Chief Financial Officer


  

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 EXHIBIT A 
 IMPERIAL BANK 
 ANTIDILUTION AGREEMENT 
 This Antidilution Agreement is entered into as of March 7, 2000, by and between Imperial Bank (“Purchaser”) and In-Patient Consultants Management, Inc. (“the Company”). 
 RECITALS 
 A. Concurrently with the
execution of this Antidilution Agreement, the Purchaser is purchasing from the Company a Warrant to Purchase Stock (the “Warrant”) pursuant to which Purchaser has the right to acquire from the Company the Shares (as defined in the
Warrant). 
 B. By this Antidilution Agreement, the Purchaser and the Company desire to set forth the adjustment in the number of Shares
issuable upon exercise of the Warrant as a result of a Diluting Issuance (as defined below). 
 C. Capitalized terms used herein shall have
the same meaning as set forth in the Warrant. 
 NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions
hereinafter set forth, the parties hereto mutually agree as follows: 
 1. Definitions. As used in this Antidilution Agreement, the following
terms have the following respective meanings: 
 (a) “Option” means any right, option or warrant to subscribe for, purchase or
otherwise acquire Preferred Series B Stock or Convertible Securities. 
 (b) “Convertible Securities” means any evidences of
indebtedness, shares of stock or other securities directly or indirectly convertible into or exchangeable for Preferred Series B Stock. 
 (c) “Issue” means to grant, issue, sell, assume or fix a record date for determining persons entitled to receive any security (including Options), whichever of the foregoing is the first to occur. 
 (d) “Additional Common Shares” means all Preferred Series B Stock (including reissued shares) Issued (or deemed to be issued pursuant to
Section 2) after the date of the Warrant. Additional Common Shares does not include, however, any Preferred Series B Stock Issued in a transaction described in Sections 2.1 and 2.2 of the Warrant; any Preferred Series B Stock Issued upon
conversion of preferred stock outstanding on the date of the Warrant; the Shares; or Preferred Series B Stock Issued as incentive or in a nonfinancing transaction to employees, officers, directors or consultants to the Company. 
  

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 (e) The shares of Preferred Series B Stock ultimately Issuable upon exercise of an Option (including the
shares of Preferred Series B Stock ultimately Issuable upon conversion or exercise of a Convertible Security Issuable pursuant to an Option) are deemed to be Issued when the Option is Issued. The shares of Preferred Series B Stock ultimately
Issuable upon conversion or exercise of a Convertible Security (other than a Convertible Security Issued pursuant to an Option) shall be deemed Issued upon Issuance of the Convertible Security. 
 2. Deemed Issuance of Additional n Shares. The shares of Preferred Series B Stock ultimately Issuable upon exercise of an Option (including the
shares of Preferred Series B Stock ultimately Issuable upon conversion or exercise of a Convertible Security Issuable pursuant to an Option) are deemed to be Issued when the Option is Issued. The shares of Preferred Series B Stock ultimately
Issuable upon conversion or exercise of a Convertible Security (other than a Convertible Security Issued pursuant to an Option) shall be deemed Issued upon Issuance of the Convertible Security. The maximum amount of Preferred Series B Stock Issuable
is determined without regard to any future adjustments permitted under the instrument creating the Options or Convertible Securities. 
 3.
Adjustment of Warrant Price for Diluting Issuances. 
 3.1 Weighted Average Adjustment. If the Company issues Additional Common
Shares after the date of the Warrant and the consideration per Additional Common Share (determined pursuant to Section 9) is less than the Warrant Price in effect immediately before such Issue (a “Diluting Issuance”), the Warrant
Price in effect immediately before such Issue shall be reduced, concurrently with such Issue, to a price (calculated to the nearest hundredth of a cent) determined by multiplying the Warrant Price by a fraction: 
 (a) the numerator of which is the amount of Preferred Series B Stock outstanding immediately before such Issue plus the amount of Preferred Series B Stock
that the aggregate consideration received by Company for the Additional Common Shares would purchase at the Warrant Price in effect immediately before such Issue, and 
 (b) the denominator of which is the amount of Preferred Series B Stock outstanding immediately before such Issue plus the number of such Additional Shares. 
 3.2 Adjustment Number of Shares. Upon each adjustment of the Warrant Price, the number of Shares Issuable upon exercise of the Warrant shall be
increased to equal the quotient obtained by dividing (a) the product resulting from multiplying (i) the number of Shares Issuable upon exercise of the Warrant and (ii) the Warrant Price, in each case as in effect immediately before
such adjustment, by (b) the adjusted Warrant Price. 
 3.3 Securities Deemed Outstanding. For the purpose of this Section 3,
all securities Issuable upon exercise of any outstanding Convertible Securities or Options, Warrants, or other rights to acquire securities of the Company shall be deemed to be outstanding. 
  

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 4. No Adjustment for Issuances Following Deemed Issuances. No adjustment to the Warrant Price
shall be made upon the exercise of Options or conversion of Convertible Securities. 
 5. Adjustment Following Changes in Terms of Options
or Convertible Securities. If the consideration payable to, or the amount of Preferred Series B Stock Issuable by, the Company increases or decreases, respectively, pursuant to the terms of any outstanding Options or Convertible Securities, the
Warrant Price shall be recomputed to reflect such increase or decrease. The recomputation shall be made as of the time of the Issuance of the Options or Convertible Securities. Any changes in the Warrant Price that occurred after such Issuance
because other Additional Common Shares were Issued or deemed Issued shall also be recomputed. 
 6. Recomputation Upon Expiration of
Options or Convertible Securities. The Warrant Price computed upon the original Issue of any Options or Convertible Securities, and any subsequent adjustments based thereon, shall be recomputed when any Options or rights of conversion under
Convertible Securities expire without having been exercised. In the case of Convertible Securities or Options for Preferred Series B Stock, the Warrant Price shall be recomputed as if the only Additional Common Shares Issued were the shares of
Preferred Series B Stock actually Issued upon the exercise of such securities, if any, and as if the only consideration received therefor was the consideration actually received upon the Issue, exercise or conversion of the Options or Convertible
Securities. In the case of Options for Convertible Securities, the Warrant Price shall be recomputed as if, the only Convertible Securities Issued were the Convertible Securities actually Issued upon the exercise thereof, if any, and as if the only
consideration received therefor was the consideration actually received by the Company (determined pursuant to Section 9), if any, upon the Issue of the Options for the Convertible Securities. 
 7. Limit on Readjustments. No readjustment of the Warrant Price pursuant to Sections 5 or 6 shall increase the Warrant Price more than the amount
of any decrease made in respect of the Issue of any Options or Convertible Securities. 
 8. 30 Day Options. In the case of any
Options that expire by their terms not more than 30 days after the date of Issue thereof, no adjustment of the Warrant Price shall be made until the 
 expiration or exercise of all such Options. 
 9. Computation of Consideration. The consideration received by the Company for
the Issue of any Additional Common Shares shall be computed as follows: 
 (a) Cash shall be valued at the amount of cash received by the
Corporation, excluding amounts paid or payable for accrued interest or accrued dividends. 
 (b) Preexisting. Property, other than cash,
shall be computed at the fair market value thereof at the time of the Issue as determined in good faith by the Board of Directors of the Company. 
 (c) Mixed Consideration. The consideration for Additional Common Shares Issued together with other property of the Company for consideration that covers both shall be determined in good faith by the Board of Directors. 
  

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 (d) Options and Convertible Securities. The consideration per Additional Common Share for Options
and Convertible Securities shall be determined by dividing: 
 (i) the total amount, if any, received or receivable by the Company for the
Issue of the Options or Convertible Securities, plus the minimum amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such
consideration) payable to the Company upon exercise of the Options or conversion of the Convertible Securities, by 
 (ii) the maximum amount
of Preferred Series B Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) ultimately Issuable upon the exercise of such Options or the conversion of
such Convertible Securities. 
 10. General. 
 10.1 Governing Law. This Antidilution Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements between California residents entered into and to
be performed entirely within California. 
 10.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 
 10.3 Entire Agreement. Except as set forth below, this Antidilution Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof. 
 10.4 Notices, etc. All notices and other communications required or permitted hereunder shall be in
writing and shall be mailed by first class mail, postage prepaid, certified or registered mail, return receipt requested, addressed (a) if to Purchaser at Purchaser’s address as set forth below, or at such other address as Purchaser shall
have furnished to the Company in writing, or (b) if to the Company, at the Company’s address set forth below, or at such other address as the Company shall have furnished to the Purchaser in writing. 
 10.5 Severability. In case any provision of this Antidilution Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Antidilution Agreement shall not in any way be affected or impaired thereby. 
 10.6
Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Antidilution Agreement. 
  

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 10.7 Counterparts. This Antidilution Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one instrument. 
  

							
	PURCHASER	 	ISSUER
		
	IMPERIAL BANK	 	In-Patient Consultant Management, Inc.
				
	By:	 		 	By:	 	 /s/ Adam D. Singer, M.D.

	Name:	 		 	Name:	 	Adam D. Singer, M.D.
	Title:	 		 	Title:	 	Chief Executive Officer
		 		 	Address:	 	4605 Lankershim Blvd., Suite 617
		 		 		 	North Hollywood, CA 91602

  

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 EXHIBIT B 
 Registration Rights 
 The Shares shall be deemed “registrable securities” or otherwise
entitled to “piggy back” and incidental registration rights in accordance with the terms of the following agreement (the “Agreement”) between the Company and its investor(s): 
 Amended and Restated Registration Rights Agreement dated as of April 28, 1999 by and among BankAmerica Ventures, CB Healthcare Fund, L.P.,
Morgenthaler Venture Partners IV, L.P., Bessemer Venture Investors L.P., Bessemer Venture Partners IV L.P., Bessec Ventures IV L.P., Crucible Partners L.P. I, U.S. Bancorp Piper Jaffray Inc., NSE Investments, LLC, Patrick Holmes, In-Patient
Consultants Management, Inc. (the “Company”), and at least a majority of the founder shareholders of the Company 
 The Company
agrees that no amendments will be made to the Agreement which would have an adverse impact on Holder’s registration thereunder without the consent of Holder. By acceptance of the Warrant to which this Exhibit B is attached, Holder shall not be
deemed to be a party to the Agreement, but solely entitled to the “piggy back” and incidental registration rights created thereby. 
 If no Agreement exists, then the Company and the Holder shall enter into Holder’s standard form of Registration Rights Agreement as in effect on the Issue Date of the Warrant. 
  

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