-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DVUOY+ZpHJgVVcZaFcNxckSnhEPuHIC6/sxjotBGmKzdi/uK2MN/R9RH3jNY7mGc ADJ9896/xg9Pzqgd/pBBJA== 0000950133-99-002330.txt : 19990701 0000950133-99-002330.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950133-99-002330 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 32 FILED AS OF DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPLETE WELLNESS CENTERS INC CENTRAL INDEX KEY: 0001022828 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 521910135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-81923 FILM NUMBER: 99656477 BUSINESS ADDRESS: STREET 1: 666 11TH ST N W SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20001 BUSINESS PHONE: 2026399700 MAIL ADDRESS: STREET 1: 666 11TH STREET N W STREET 2: SUITE 200 CITY: WASHINGTON STATE: DC ZIP: 20001 S-3 1 FORM S-3 RE: COMPLETE WELLNESS CENTERS 1 As filed with the Securities and Exchange Commission on June 29, 1999 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ COMPLETE WELLNESS CENTERS, INC. (Exact name of registrant as specified in its charter) Delaware 52-1910135 (State of Incorporation) (I.R.S. Employer Identification No.) 666 Eleventh Street, N.W., Washington, D.C. 20001 (202) 639-9700 (Address and telephone number of principal executive offices) Joseph Raymond Jr. Chairman of the Board and Chief Executive Officer Complete Wellness Centers, Inc., 666 Eleventh Street, N.W. Washington, D.C. 20001 (202) 639-9700 (Name, address, and telephone number of agent for service) ------------------ Copies to: Hank Gracin, Esq. Lehman & Eilen LLP 50 Charles Lindbergh Blvd., Suite 505 Uniondale, NY 11553 (516) 222-0888 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] 2 CALCULATION OF REGISTRATION FEE
============================================================================================================= Title of each class Amount to be Proposed maximum Proposed maximum Amount of of securities to be registered offering price per aggregate offering Registration Fee (2) registered share (1) price (1) Common stock, 1,865,366 $3.00 $5,596,098 $1,556.00 $0.0001665 par value =============================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee based on a per share price of $3.00, the average of the high and low sale prices per share of our common stock on June 22, 1999. (2) Fees are calculated by multiplying the aggregate-offering price by .000278. We will amend this registration statement as necessary until we file an amendment which specifically states that this registration statement has become effective in accordance with the Securities Act of 1933 or until declared effective by the Securities and Exchange Commission. 2 3 SUBJECT TO COMPLETION DATED JUNE 29, 1999 The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. 1. Forepart of the Registration Statement And Outside Front Cover Page Prospectus Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front Cover Page 3. Summary Information, Risk Factors and Ratio of Earnings to fixed Charges Not Applicable: Risk Factors; Not Applicable 4. Use of Proceeds Outside Front Cover; Use of Proceeds 5. Determination of Offering Price Outside Front Cover Page 6. Dilution Not Applicable 7. Selling Security Holders Selling Stockholders 8. Plan of Distribution Outside Front Cover Page; Plan of Distribution 9. Description of Securities to be Registered Information Incorporated by Reference 10. Interests of Named Experts and Counsel Legal Matters 11. Material Changes Not Applicable 12. Incorporation of Certain Information by Reference Information Incorporated by Reference 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities Not Applicable
COMPLETE WELLNESS CENTERS, INC. 1,199,366 Shares of Common Stock and 666,000 Shares of Common Stock Underlying Warrants This prospectus relates to the public offering, of up to 1,865,366 shares of common stock referred to in this prospectus as resale shares of Complete Wellness Centers, Inc. The resale shares may be sold by the selling stockholders of the company or their successors that receive the shares as a gift, distribution or other non-sale related transfer. All of the resale shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933. We are registering the resale shares pursuant to registration rights agreements with the various selling stockholders. We intend that this registration statement will remain effective until no later than December 31, 2003. On June 22, 1999, the last reported sale price for our common stock, was $3.00 per share. Our common stock is currently quoted on Nasdaq SmallCap Market under the symbol CMWL. The common stock being offered in this prospectus involves a high degree of risk. See risk factors beginning on page 6. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is June 29, 1999 3 4 No person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the offering. Any other information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities identified in this prospectus, nor does it constitute an offer to sell or a solicitation of any person any place where an offer or solicitation may not legally be made. AVAILABLE INFORMATION We are subject to the reporting requirements of the Securities Exchange Act of 1934. As a result, we file reports, proxy and information statements with the Securities and Exchange Commission. This data with the Securities and Exchange Commission can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and the following regional offices of the Securities and Exchange Commission: Seven World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of prescribed fees. In addition, the Securities and Exchange Commission maintains a Web site at http://www.sec.gov that contains our data in reports, proxy and information statements that have been filed since we began to file electronically with the Securities and Exchange Commission in February 1997. Our common stock is quoted on the Nasdaq SmallCap Market, and such material may also be inspected at the offices of Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006. This prospectus does not contain all the information set forth in the registration statement on Form S-3 of which this prospectus is a part, including attached exhibits or incorporated by reference which has been filed electronically with the Securities and Exchange Commission. Copies of the registration statement and the attached exhibits and schedules may be obtained upon payment of the required fee prescribed by the Securities and Exchange Commission, or may be examined without charge at the office of the Securities and Exchange Commission or at the Securities and Exchange Commission's web site. 4 5 PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. It is not complete and may not contain all the information that is important to you. To understand this offer fully, you should read the entire prospectus carefully, including the risk factors and financial statements. This prospectus and the documents incorporated in this prospectus by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based on current expectations, estimates and projections about the Company's industry, management's beliefs and assumptions made by management. Words such as "anticipates," "expects," "intends," "plans," "beliefs," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Accordingly, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Such risks and uncertainties include those risk factors and such other uncertainties noted herein by reference. Complete Wellness Centers, Inc. assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. COMPLETE WELLNESS CENTERS, INC. Offices: 666 11th Street, N.W. Suite 200 Washington, D.C. 20001 Telephone (202) 639-9700 Fax (202) 639-9750 THE OFFERING Common Stock Offered by Selling Stockholders ...................................1,865,366 shares Common Stock to be Offered by the Company ...................................... 0 shares Common Stock Outstanding before Offering (1) ...................................2,949,755 shares Common Stock Outstanding After Offering (2) ....................................3,546,755 shares Use of Proceeds ................................................................All of the shares offered from time to time by this prospectus are being offered by the selling stockholders. Complete Wellness Centers, Inc. shall not receive any proceeds from these sales of its stock. Risk Factors ...................................................................The securities offered by this Prospectus involve a high degree of risk. Investors should purchase the securities offered by this prospectus only if they can afford to lose their entire investment. NASDAQ SmallCap Symbol .........................................................CMWL
================================================================================ (1) Based on shares outstanding as of May 31, 1999 (2) Includes 597,000 shares issued in June 1999 private placement 5 6 RISK FACTORS An investment in the securities offered by this prospectus involves a high degree of risk and should be made only by investors who can afford the loss of their entire investment. You should carefully review and consider the following risks as well as the other information set forth in this prospectus before deciding to invest in shares of our common stock. We do not have adequate cash reserves to meet our operating needs. We are currently dependent on advances from investors to meet our day to day cash needs. As a result, we must continue to identify other sources of cash immediately in order to remain in business. Failure to immediately identify other sources of cash could result in our insolvency. We have a history of losses and may not continue to be profitable. We recorded our first profitable quarter in the calender quarter ended March 31, 1999. We commenced operations in January 1995 and began managing our first integrated medical center in September 1995. We have a limited operating history upon which you can judge our performance and we have experienced net losses, negative cash flow, a deficit in working capital, and an accumulated deficit each month until very recently . Our rapid expansion may lead to financial losses. We have expanded from managing one integrated medical center at December 31, 1995 to 87 integrated medical centers at December 31, 1998. We have ceased operations in several of our centers since that time and now manage 73 integrated medical centers. Our future profitability will depend upon a number of factors, including: - - Our ability to develop integrated medical centers where we have agreements with chiropractors as of May 30, 1999 - - Our ability in the future to identify and affiliate with a sufficient number of suitable, well-located chiropractors and their existing chiropractic practices - - Whether new integrated medical centers can be opened in conformance with our plans and schedule. - - Our ability to adequately train sufficient numbers of affiliated chiropractors and their office staff on the operation and administration of integrated medical centers and our management information system - - Our ability to attract and retain medical doctors and other traditional health care providers for employment at the integrated medical centers - - Our ability to support and manage the increased numbers of integrated medical centers effectively - - Whether anticipated performance levels at integrated medical centers will be achieved Delays in the opening of new integrated medical centers could adversely affect our future financial condition and operating results. We are the subject of a pending federal investigation. In November 1997, three of our facilities were searched by federal authorities pursuant to search warrants, and the federal authorities removed computer records and written documents. A few of our employees and certain of our subsidiaries were served with subpoenas requesting records and documents related to billing and claims coding, clinical relationships and corporate records. We believe that we could be a target in this investigation. One employee has received a target letter stating that the employee was a subject of the investigation. The investigation appears to be focused on two clinics in Virginia. No charges have yet been filed against the company or any of our employees. However, any such charges could have a material adverse effect on our future financial position and results of operations. 6 7 The government may challenge our affiliation relationships with the chiropractors. We believe that our affiliated chiropractor relationship does not violate applicable federal or state health care regulatory requirements. There can be no assurance, however, that health care officials will not take a contrary view and bring a claim against us under federal law. Prosecutions by federal officials could have an adverse effect on us, even if our affiliated chiropractor relationships were subsequently determined lawful. We rely on affiliated chiropractors to generate our revenues. Our revenue and cash flow are dependent on the generation and collection of revenue by the integrated medical centers and the efficient management by the affiliated chiropractor. In the past, we have experienced negative results from poor management of certain chiropractors, which consequently lessen the expected revenues and profits from that specific center. If a significant number of affiliated chiropractors fail in their management duties, our financial condition and operating results would be adversely affected. We are dependent on third party reimbursement. Third party reimbursement is the payment of medical or chiropractic services by anyone other than the patient, for example, the payment for services by an insurance company. Substantial amounts of our revenue from the integrated medical centers are derived from commercial health insurance, state workers' compensation programs, and other third party payers. Insurance companies are not yet totally familiar with reimbursing for traditional and alternative health care services, such as chiropractic, performed within a medical practice. Persistent disagreements of this nature could have a materially adverse effect. Managed care contracts limit our revenues. We believe that our success, in part, will depend on our ability to negotiate, on behalf of the integrated medical centers, favorable managed care contracts with health maintenance organizations and other private third party payer programs. Failure to negotiate favorable contracts for our integrated medical centers will adversely affect the profitability of our integrated medical centers. Such contracts often shift much of the financial risk of providing care from the payer to the provider by requiring the provider to furnish all or a portion of its services in exchange for a fixed fee per member patient, per month, regardless of the level of use by the patient. We are dependent on our key management personnel. We are dependent upon the active participation of our executive officers, particularly our Chairman and Chief Executive Officer, Joseph Raymond Jr. and our Chief Operating Officer, Dr. Sergio Vallejo. The loss of the services of Mr. Raymond and/or Dr. Vallejo could have a material adverse effect on us. We do not have an employment contract with Mr. Raymond or Dr. Vallejo and both are currently serving without compensation. We do not currently hold a "key-man" life insurance policy on the life of Mr. Raymond or Dr. Vallejo. Claims for medical malpractice could adversely affect us. Although we do not ourselves provide such services or control the provision of health care services by the integrated medical centers' practitioners, we could nevertheless be also accused of medical negligence. We have obtained an insurance policy that provides both us and our integrated medical centers medical malpractice insurance and managed care errors and omissions insurance retroactive to the integration dates of the integrated medical centers. The policy provides coverage for $1,000,000 per claim per integrated medical center, subject to an aggregate limit of $3,000,000 per integrated medical center per year. A successful claim against us in excess of our insurance coverage could have a material adverse effect upon our business. 7 8 We could suffer criminal and monetary penalties if our healthcare providers are accused of fraud and healthcare abuse. Federal and state laws extensively regulate the relationships among providers of health care services. These laws include federal fraud and abuse provisions which if violated by any of our health care providers could put us at risk of severe criminal and monetary penalties. Federal fraud and abuse laws also impose restrictions on physicians' referrals for designated health services covered under Medicare or Medicaid to entities with which they have financial relationships. There can be no assurance that the federal and state governments will not consider additional prohibitions on physician ownership, directly or indirectly, of facilities to which they refer patients, which could adversely affect the company. Federal and state governments may determine that our medical centers are part of a franchise system. Franchise laws require, among other things, that a disclosure document be prepared and given to prospective franchisees. A review of our business by regulatory authorities could result in a determination that our integrated medical centers are part of a franchise system, which determination would require us to prepare and distribute a franchise disclosure document and could adversely affect our operations or require structural and organizational modifications with the integrated medical centers. We have not prepared and distributed a franchise disclosure document because we believe that integrated medical centers formed as business corporations wholly owned by us are not subject to such franchise laws. Integrated medical centers formed as physician-owned professional corporations could be subject to the franchise laws. If these laws are deemed to apply, we would be required to prepare and deliver a disclosure document to the physician that owns the professional corporation, and who might be our employee. Our operations could be deemed to violate laws that prohibit the corporate practice of medicine. In states where general business corporations are permitted to own medical practices, the integrated medical centers are formed as general business corporations and are wholly-owned by us. In most states, the integrated medical centers are formed as professional corporations owned by one or more medical doctors licensed to practice medicine under applicable state law. Although we believe our operations as currently conducted are in material compliance with existing applicable laws, our structure could be challenged as constituting the unlicensed practice of medicine and the enforceability of the legal agreements underlying our structure could be limited. The inability to successfully restructure our contractual arrangements could have a material adverse effect on us. The liability of our Board of Directors is limited. Our certificate of incorporation and by-laws provide that a director of the company will not be personally liable to us or our stockholders for monetary damages for breach of the fiduciary duty of care as a director, subject to the limitations imposed by the Delaware General Corporation Law. Thus, under certain circumstances, neither we, nor our stockholders, would be able to recover damages in the event that a director(s) takes an action that harm us. We have instituted anti-takeover provisions and increased the authorized common and preferred stock. Our board of directors has the authority to issue up to 50,000,000 shares of common stock and up to 2,000,000 shares of preferred stock in one or more series and to determine the number of shares in each series, as well as the designations, preferences, rights and qualifications or restrictions of those shares without any further vote or action by the common stockholders. We are planning to raise capital that may include the sale of most or all of the authorized preferred stock. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that is currently issued or which may be issued in the future. 8 9 Our securities may be delisted from the Nasdaq SmallCap Market. On November 20, 1998, we received notice from Nasdaq that we did not meet the net asset requirements for continued Nasdaq SmallCap Market listing. We formally responded to NASDAQ's questions with a written plan designed to meet the minimum listing requirements. We received another query more recently and again responded in writing to NASDAQ with an updated plan for continued listing specifying the planned conversion of outstanding debt to equity, the private placement of Common Stock for $775,000, and the reversal of reserves in a Chapter 7 filing for a subsidiary. If our securities were to be delisted from Nasdaq SmallCap Market, it would materially adversely affect the prices of our securities and the ability of shareholders to sell them. In addition, if our securities are delisted from the NASDAQ SmallCap Market, our shares will be subject to the NASDAQ penny stock rules. These rules and disclosure requirements would have the effect of reducing the trading activity in our stock. If our common stock becomes subject to the penny stock rules, it would be more difficult to sell shares of our common stock. 9 10 INDEMNIFICATION THE COMPANY'S BYLAWS REQUIRE THE COMPANY, TO THE FULLEST EXTENT PERMITTED OR REQUIRED BY DELAWARE LAW, TO (i) INDEMNIFY ITS DIRECTORS OR OFFICERS AGAINST ANY AND ALL LIABILITIES AND (ii) ADVANCE ANY AND ALL REASONABLE EXPENSES INCURRED IN ANY PROCEEDING TO WHICH ANY SUCH DIRECTOR OR OFFICER IS A PARTY OR IN WHICH SUCH DIRECTOR OR OFFICER IS DEPOSED OR CALLED TO TESTIFY AS A WITNESS BECAUSE HE OR SHE IS OR WAS A DIRECTOR OR OFFICER OF THE COMPANY. GENERALLY, DELAWARE STATUTORY LAW PERMITS INDEMNIFICATION OF A DIRECTOR OR OFFICER UPON A DETERMINATION THAT HE OR SHE ACTED IN GOOD FAITH AND IN A MANNER THAT HE OR SHE REASONABLY BELIEVED TO BE IN, OR NOT OPPOSED TO, THE BEST INTERESTS OF THE CORPORATION AND, WITH RESPECT TO ANY CRIMINAL ACT OR PROCEEDING, HAD NO REASONABLE CAUSE TO BELIEVE HIS OR HER CONDUCT WAS UNLAWFUL. THE RIGHT TO INDEMNIFICATION GRANTED IN THE COMPANY'S BYLAWS IS NOT EXCLUSIVE OF ANY OTHER RIGHTS TO INDEMNIFICATION AGAINST LIABILITIES OR ADVANCEMENT OF EXPENSES WHICH A DIRECTOR OR OFFICER MAY BE ENTITLED TO UNDER ANY WRITTEN AGREEMENT, BOARD RESOLUTION, VOTE OF STOCKHOLDERS, DELAWARE LAW OR OTHERWISE. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. 10 11 INFORMATION INCORPORATED BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them. This means that we can disclose important information to you by referring to these documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supercede this information. We incorporate by reference the documents listed below, which have already been filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the selling shareholders sell all of the securities offered by this prospectus. 1. Our annual report on Form 10-KSB for the fiscal year ended December 31, 1998; 2. Our quarterly report on Form 10-QSB for the quarter ended March 31, 1999; 3. Our annual report on Form 10-KSB for the fiscal year ended December 31, 1997 and as amended on Form 10-KSB/A filed April 14, 1998 and as amended on Form 10-KSB/a filed on January 19, 1999; 4. Our quarterly report on Form 10-QSB for the quarter ended March 31, 1998 and for June 30, 1998 and as amended on Form 10-QSB/A filed October 1, 1998 and as both individually amended on Form 10-QSB/A filed on January 19, 1999; 5. Our quarterly report on Form 10-QSB/A for the quarter ended September 30, 1998 as amended on January 19, 1999; 6. Our current report on Form 8-K filed on January 16, 1998; 7. Our current report on Form 8-K filed on February 9, 1998; 8. Our current report on Form 8-K/A filed on March 12, 1998; 9. Our current report on Form 8-K filed on June 3, 1998; 10. Our current report on Form 8-K filed on July 10, 1998; 11. Our current report on Form 8-K filed on August 21, 1998; 12. Our current report on Form 8-K filed on September 21, 1998; 13. Our current report on Form 8-K filed on December 3, 1998; 14. The description of our common stock contained in the company's registration statement on Form SB-2 filed with the Securities and Exchange Commission on February 19, 1997; 15. Our proxy statement and notice of annual meeting filed on May 4, 1998; 16. Our proxy statement and notice of special meeting of stockholders filed on July 22, 1998; 17. Our information statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder; 18. Our current report on Form 8-K filed on December 30, 1998; 19. Our current report on Form 8-K filed on March 9, 1999; 11 12 20. Our current report on Form 8-K filed on March 12, 1999; 21. Our current report on Form 8-K filed on March 15, 1999: and 22. Our Initial Public Offering Filing on Form SB-2/A filed on February 13, 1997 and made effective on February 19, 1997. Any statement contained in a document incorporated by reference above shall be considered modified or superseded for purposes of this prospectus and the registration statement of which it is a part. Upon written or oral request, we will send any documents incorporated by reference, other than exhibits to the referenced documents. Requests should be submitted in writing or by telephone at (202) 639-9700 to Michael Brigante, senior vice president, chief financial officer and secretary, Complete Wellness Centers, Inc., at the principal executive offices of the company, 666 Eleventh Street, N.W., Suite 200, Washington, D.C. 20001. MARKET PRICE OF COMMON STOCK The following table sets forth the high and low bid prices for the Common Stock as reported on NASDAQ for each quarter since December 31, 1996 for the periods indicated. Such information reflects inter dealer prices without retail mark-up, mark down or commissions and may not represent actual transactions.
QUARTER ENDED HIGH LOW March 31, 1997 $5.06 $3.25 June 30, 1997 5.25 3.25 September 30, 1997 4.75 2.25 December 31, 1997 4.63 0.75 March 31, 1998 3.12 1.75 June 30, 1998 3.63 1.50 September 30, 1998 3.83 2.13 December 31, 1998 4.83 2.63 March 31, 1999 4.06 1.75 April 1 through May 31, 1999 3.63 2.25
We have not paid any dividends on our common stock. We currently intend to retain any earnings for use in our business, and do not anticipate paying cash dividends in the foreseeable future. As of March 31, 1999, there were approximately 738 record holders of our common stock. REGISTRATION RIGHTS We are filing this registration statement because the purchasers of 597,000 of our common shares, sold in a private placement, have exercised their demand registration rights. The balance of the shares of common stock being registered hereunder are being registered pursuant to the exercise of piggyback registration rights. Pursuant to such demand and piggyback registration rights we are obligated to use our best efforts to cause this registration statement to become effective by August 15, 1999. We are further obligated to register and qualify the resale shares under such state securities laws as the selling stockholders may reasonably request. We will bear the reasonable expenses of the registration and qualification of the shares under the Securities Act and state securities laws other than any underwriting discounts and commissions and the expenses of counsel for the selling stockholders. 12 13 USE OF PROCEEDS FROM SALE OF COMMON STOCK None of the proceeds from the sale of the common stock registered hereunder will accrue to Complete Wellness. Through private placement, Complete Wellness has obtained $597,000 of financing from the sale of 597,000 shares of Common Stock at a price of $1.00 per share, exclusive of fees and other expenses related to this sale. We intend to apply the net proceeds of this sale of Common Stock for working capital purposes. 13 14 SELLING STOCKHOLDERS The following table sets forth the number of shares of unregistered common stock owned by each of the selling stockholders. S. R. Vallejo and E. E. Sharer are currently board members and Jason Elkin and Robert Mrazek are former board members of ours. None of the other selling stockholders has had any other material relationship with us within the past three years other than as a result of the ownership of the resale shares or other securities of ours. Because the selling stockholders may offer all or some of the resale shares which they hold pursuant to the offering contemplated by this prospectus and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the resale shares, no estimate can be given as to the amount of resale shares that will be held by the selling stockholders after completion of this offering. The resale shares offered by this prospectus may be offered from time to time by the selling stockholders named below. In addition, the table sets forth currently owned unregistered shares, and does not try to estimate or report the number of shares that may be additionally owned. The percentage of ownership after the offering is calculated by dividing the number of shares owned by each individual stockholder prior to this offering by 3,956,755 total shares that will be outstanding after this offering. This registration statement shall also cover any additional shares of common stock which become issuable in connection with the shares registered for sale by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant's outstanding shares of common stock. Also included on the following tables are consultants and advisors who received common stock purchase warrants for services rendered, which are further described in the attached warrant agreements, totaling 338,000 shares. Also, on October 24, 1998, Wexford Spectrum Investors LLC completed the private sale of shares of common stock they held to various purchasers and in various quantities totaling 100,000 shares of common stock. In addition, upon completion and acceptance of Wexford's legal review and the approval of our accountants and attorneys, Wexford plans to exchange $330,000 of their $475,000 senior secured loan, plus interest, for 330 shares of a new series of Preferred Stock of the Company, to be designated the Junior Convertible Preferred Stock, with such Preferred Stock having a stated value of $1,000 per share. Each share of the Junior Convertible Preferred Stock shall, at the option of the holder, be convertible into either shares of our Common Stock or our publicly traded Common Stock Purchase Warrants which shall be fully registered, non restricted and freely tradeable. In each case, the shares of the Junior Convertible Preferred Stock shall be convertible into shares of our Common Stock or our Common Stock Purchase Warrants at a twenty (20%) percent discount to the average of the closing market prices for the twenty (20) business days preceding conversion, into the Common Stock or the Warrants, as the case may be. REGISTRATION SUMMARY Common Stock Underlying Purchase Warrants 268,000 Issued and Outstanding Common Stock held by the former LLC Investors and current and former Board Members 92,366 Common Stock Underlying Redeemable Warrants 100,000 Common Stock sold in Private Sale by Wexford 100,000 Common Stock issued in private placement by the Company 597,000 Common Stock to be issued in settlement of Haim Zitman litigation 80,000 Common Stock Underlying Purchase Warrants per private placement 298,000 Common Stock to be issued upon conversion of the Junior Convertible Preferred Stock issued in Connection with the Wexford Loan Conversion 330,000 ------- TOTAL 1,865,366
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Common Stock Underlying Purchase Warrants - ----------------------------------------- Number of Shares Number Owned of Shares Names and Addresses Prior to Being % Ownership Of Selling Stockholders Offering (1) Offered (1) After Offering (2) - ----------------------- ------------ ----------- ------------------ Credit Research & Trading LLC (5) 90,000 90,000 2.5 One Fawcett Place Greenwich, CT 06830 Credit Research & Trading LLC (5) 10,000 10,000 * One Fawcett Place Greenwich, CT 06830 Republic National Bank as (5) 8,000 8,000 * Custodian for SEP FBO of Hugh Deane 452 Fifth Avenue New York, NY 10018 The Equity Group (5) 10,000 10,000 * 800 Third Avenue, 36th Floor New York, NY 10022 The Equity Group (5) 10,000 10,000 * 800 Third Avenue, 36th Floor New York, NY 10022 C. John Peterson (5) 10,000 10,000 * 984 N. 1800 Road Lawrence, KS 66049 Peter Spielberger (5)(6) 25,000 25,000 * 10 Greenfield Road New City, NY 10956 Michael M. LeConey (5)(6) 25,000 25,000 * C/O Ray Dirks Research 520 Madison Ave., 10th Floor New York, NY 10022 Raymond L. Dirks (5)(6) 15,000 15,000 * C/O Ray Dirks Research 520 Madison Ave., 10th Floor New York, NY 10022 Jessy W. Dirks (5)(6) 15,000 15,000 * C/O Ray Dirks Research 520 Madison Ave., 10th Floor New York, NY 10022
15 16
Steven A. Rothstein (5)(6) 2,000 2,000 * C/O National Securities Corporation 1001 Fourth Avenue, Suite 2200 Seattle, Washington 98154 National Securities Corporation (5)(6) 18,000 18,000 * 1001 Fourth Avenue, Suite 2200 Seattle, Washington 98154 Chris Janish (5)(6) 30,000 30,000 * 40 Broad Street, Suite 2100 New York, NY 10004 ------- ------- ----- TOTAL 268,000 268,000 7.6
Issued and Outstanding Common Stock held by former LLC Investors and current and former Board Members - ----------------------------------------------------------------------------------------------------- Number of Shares Number Owned of Shares Names and Addresses Prior to Being % Ownership Of Selling Stockholders Offering (1) Offered (1) After Offering (2) - ----------------------- ------------ ----------- ------------------ Michael D. Barnes (3) 691 691 * 555 13th Street, NW Washington, D.C. 20004-1109 Binstock Rubin Investments (3) 1,727 1,727 * One Datran Center 9100 S. Dadeland Boulevard., Suite 901 Miami, FL 33156-7815 Jill Brigante, Custodian for (3) 901 901 * Jacqueline P. Brigante, NJUGMA 17 Daniel Drive Belle Mead, NJ 08502 Jill Brigante, Custodian for (3) 819 819 * Virginia A. Brigante, NJUGMA 17 Daniel Drive Belle Mead, NJ 08502 Peter A. Carfagna (3) 691 691 * 2742 West Park Boulevard Shaker Heights, OH 44120 Jeffrey A. Clark/Josephine H. Ricks (3) 691 691 * 1324 Corcoran Street, NW Washington, D.C. 20009-4311 Dr. Paul Curcio/Dr. Tammy Cashion (3) 3,454 3,454 * 14215 E. Centreville Square Centreville, VA 22020 JMDMJD LTD. (3) John A. Ellerton/Marie Ellerton 6,908 6,908 * 1700 Silver Oak Las Vegas, NV 89117 Robert J. Goode (3) 2,072 2,072 * 12090 Longlake Drive Owings Mills, MD 21117 Tom Goodwin (3) 691 691 * 1150 Connecticut Ave., Suite 200 Washington, D.C. 20036 David Greenberg (3) 1,727 1,727 * 8111 SW 183rd Street Miami, FL 33157 Kevin Grevey (3) 2,763 2,763 *
16 17
528 River Bend Road Great Falls, VA 22066 Zev E. Kaplan (3) 1,382 1,382 * 3012 W. Charleston Blvd., Suite 140 Las Vegas, NV 89102 Peter S. Knight (3) 6,908 6,908 * 1615 L Street, NW, Suite 650 Washington D.C. 20036 Robert S. Libauer (3) 9,749 9,749 * 3704 North Charles Street, #1004 Baltimore, MD 21218 McAdory Lipscomb, Jr. (3) 2,072 2,072 * 58 Glen Hill Road Wilton, CT 06897 Danielle F. Milano (3) 819 819 * 155 East 29th Street, Apt. 5C New York, NY 10016 Martin B. Mintz (3) 1,382 1,382 * 8107 Anita Road Baltimore, MD 21208 Profit Sharing Plan (3) 553 553 * David H. Shulman 660 Kenilworth Road, Suite 102 Towson, MD 21204 Revocable Trust FBO Wilma I. Sharer (3) 8,193 8,193 * 12404 Beall Spring Road Potomac, MD 20854 Leonard Pondfield (3) 691 691 * 7913 Stevenson Road Baltimore, MD 21208 Rita Sapperstein (3) 1,520 1,520 * 6711 Park Heights Avenue #L-5 Baltimore, MD 21215 Silver & Silver PA (3) 1,382 1,382 * Profit Sharing Plan 11403 Cronhill Drive #E Owings Mills, MD 21117 Sun Furniture, Inc. (3) 1,382 1,382 * Profit Sharing Plan and Trust Seymour Weisberg, Trustee FBO Barbara E. Weisberg 3031 Fallstaff Road #604 Baltimore, MD 21209 Larry D. Vignali/Jacqueline R. Vignali (3) 6,908 6,908 * 6906 Atlantic Avenue Virginia Beach, VA 23451 Arthur D. Webster (3) 6,908 6,908 * 300 W. Main Street Salisbury, MD 21801 Seymour Weisberg (3) 1,382 1,382 * 3031 Fallstaff Road #604 Baltimore, MD 21209 E. Eugene Sharer (4) 10,000 10,000 * 12404 Beall Spring Road Potomac, MD 20854
17 18 Robert J. Mrazek (4) 8,000 8,000 * 301 Constitution Avenue, NE ----- ----- ----- Washington, D.C. 20002 TOTAL 92,366 92,366 2.6
Common Stock Underlying Redeemable Warrants - ------------------------------------------- National Securities, Inc. 18,000 18,000 * 10 Greenfield Road Seattle, Washington 98154 Steven A. Rothstein (5)(6) 2,000 2,000 * C/O National Securities Corporation 1001 Fourth Avenue, Suite 2200 Seattle, Washington 98154 Michael M. LeConey (6) 25,000 25,000 * C/O Ray Dirks Research C/O National Securities Corporation 1001 Fourth Avenue, Suite 2200 Seattle, Washington 98154 Peter Spielberger (6) 25,000 25,000 * 10 Greenfield Road New City, NY 10956 Michael M. LeConey (6) C/O Ray Dirks Research 520 Madison Ave., 10th Floor New York, NY 10022 Raymond L. Dirks (6) 15,000 15,000 * C/O Ray Dirks Research 520 Madison Ave., 10th Floor New York, NY 10022 Jessy W. Dirks (6) 15,000 15,000 * C/O Ray Dirks Research ------ ------ ----- 520 Madison Ave., 10th Floor New York, NY 10022 TOTAL 100,000 100,000 2.8
Common Stock sold in private sale by Wexford to the below named parties - ----------------------------------------------------------------------- Number of Shares Number Owned of Shares Names and Addresses Prior to Being % Ownership Of Selling Stockholders Offering (1) Offered (1) After Offering (2) - ----------------------- ------------ ----------- ------------------ S. R. Vallejo FBO (7) 1,500 1,500 * Anthony C. Vallejo 875 Hanover Way Lakeland, FL 33813 S. R. Vallejo FBO (7) 1,500 1,500 *
18 19 Christina A. Vallejo 875 Hanover Way Lakeland, FL 33813 Stephen H. Hamic (7) 4,000 4,000 * 1740 Comanche Trail Lakeland, FL 33803 Steven T. Moore (7) Universal Building Specialties, Inc. 5,000 5,000 * P.O. Box 1722 Lakeland, FL 33802-1722 Jason Elkin (7) 5784 Lake Forest Drive Suite 290 41,000 41,000 1.2 Atlanta, GA 30328 Joseph Raymond (7) 500 Craig Road 28,000 28,000 * 2nd Floor Manalapan, NJ 07726 Jill Brigante, Custodian for (7) Jacqueline P. Brigante, NJUGMA 2,000 2,000 * 17 Daniel Drive Belle Mead, NJ 08502 Jill Brigante, Custodian for (7) Virginia A. Brigante, NJUGMA 2,000 2,000 * 17 Daniel Drive Belle Mead, NJ 08502 Theresa & Karl Szabo (7) 699 Long Lake Drive 2,000 2,000 * Oviedo, FL 32765 Audrey Dickinson (7) 1680 Oakhurst Avenue 3,000 3,000 * Winter Park, FL 32789 Peter DiPasqua, Jr. (7) 2138 Lake Drive 5,000 5,000 * Winter Park, FL 32789 Robert C. and Chantel M. Natale (7) 800 Westwind Court 5,000 5,000 * Maitland, FL 32751 ------- ------- ------- TOTAL 100,000 100,000 2.8
Common Stock issued to the parties named below per private placement sale by the Company - ---------------------------------------------------------------------------------------- Number of Shares Number Owned of Shares Names and Addresses Prior to Being % Ownership Of Selling Stockholders Offering (1) Offered (1) After Offering (2) - ----------------------- ------------ ----------- ------------------ Paul Welch 51 Oxford Road 50,000 50,000 1.4 Tony Meadow, Mass 01106 William J Koopman 327 McHone Road 25,000 25,000 * Spruce Pine, NC 28777 Timothy Miller 10191 Ashbrooke Ct 15,000 15,000 * Suite D Oakton, VA 22124 Jan O. Miller
19 20 0525 Providence Way 10,000 10,000 * Fairfax, VA 22030 Maria L. Tafaro 201 East 21st Street 10,000 10,000 * Apt. 8J New York, NY 10010 Fredrick Johnson RT. 3 Box 158 E 25,000 25,000 * Marshfield, MO 65706-9435 Gary Anderson PO Box 7880 50,000 50,000 1.4 San Francisco, CA 94120 Structure Management, Inc. 500 Craig Road, Suite 201 287,000 287,000 8.1 Manalapan, NJ 07726 TravelworldManagementServices, 500 Craig Road, Suite 201 125,000 125,000 3.5 Manalapan, NJ 07726 ------- ------- ------ TOTAL 597,000 597,000 16.8
Common Stock to be Issued to Haim Zitman in Settlement of Litigation - -------------------------------------------------------------------- Number of Shares Number Owned of Shares Names and Addresses Prior to Being % Ownership Of Selling Stockholders Offering (1) Offered (1) After Offering (2) - ----------------------- ------------ ----------- ------------------ Haim Zitman (9) 80,000 80,000 2.3 320 East 52nd Street, Apt 14A New York, NY 10022 ------ ------ -------- TOTAL 80,000 80,000 2.3
Common Stock Underlying Purchase Warrants to be issued per private placement sale - --------------------------------------------------------------------------------- Number of Shares Number Owned of Shares Names and Addresses Prior to Being % Ownership Of Selling Stockholders Offering (1) Offered (1) After Offering (2) - ----------------------- ------------ ----------- ------------------ Paul Welch 51 Oxford Road 25,000 25,000 * Tony Meadow, Mass 01106 William J Koopman 327 McHone Road 12,500 12,500 * Spruce Pine, NC 28777 Timothy Miller 10191 Ashbrooke Ct 7,500 7,500 * Suite D Oakton, VA 22124 Jan O. Miller 0525 Providence Way 5,000 5,000 * Fairfax, VA 22030 Maria L. Tafaro 201 East 21st Street 5,000 5,000 * Apt. 8J New York, NY 10010
20 21 Fredrick Johnson RT. 3 Box 158 E 12,500 12,500 * Marshfield, MO 65706-9435 Gary Anderson PO Box 7880 25,000 25,000 * San Francisco, CA 94120 Structure Management, Inc. 500 Craig Road, Suite 201 143,000 143,000 4.6 Manalapan, NJ 07726 Transworld Management Services, Inc. 500 Craig Road, Suite 201 62,500 62,500 1.8 Manalapan, NJ 07726 TOTAL 298,000 298,000 8.4
Common Stock to be issued upon conversion of the Junior Convertible Preferred Stock issued in connection with the Wexford Loan Conversion - --------------------------------------------------------------------- Number of Shares Number Owned of Shares Names and Addresses Prior to Being % Ownership Of Selling Stockholders Offering (1) Offered (1) After Offering (2) - ----------------------- ------------ ----------- ------------------ Wexford and Imprimis Management LLC (8) 330,000 330,000 9.3 411 West Putnam Ave. Greenwich, CT 06830 --------- --------- ----- Total 330,000 330,000 9.3 GRAND TOTAL 1,865,366 1,865,366 52.6
* Less than one percent (1)Excludes shares of Common Stock that may be issued upon conversion of $5,000,000 of Senior Convertible Preferred Stock that may be converted into Common Stock at the rate equal to the lesser of $1.75 per share of Common Stock or 75% of the average closing "bid" price of the Company's publicly traded Common Stock for the five trading days immediately preceding the conversion date. If the $5,000,000 Preferred Stock is converted at $1.75 per share of Common Stock, the number of shares of Common Stock owned would be 2,857,142 shares. (2) Based upon 2,949,755 shares of Common Stock outstanding on May 31, 1999. This Registration Statement shall also cover any additional shares of Common Stock which become issuable in connection with the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (3) On July 22, 1998, the Company completed the transaction to acquire 95.6% of the members' interests in Complete Wellness Centers, LLC as approved by the Board of Directors by issuing 77,821 shares of its Common Stock. (4) On July 6, 1998 Mr. Sharer was granted 10,000 shares of the Company's Common Stock in relation to his election to the position of Vice Chairman of the Company. On September 15, 1998 Mr. Mrazek was granted 8,000 shares of the Company's Common Stock as consideration for his resignation as CEO of the Company's smoking cessation subsidiary. (5) The Company, at various times and in varying quantities and prices has issued Common Stock purchase warrants to its consultants and advisors for services rendered to the Company totaling 388,000 shares as described in the Warrant Agreements attached as Exhibits to this Registration Statement. (6) The Company issued Warrants to Purchase 100,000 shares of Common Stock and/or 100,000 Redeemable Warrants in connection with its Initial Public Offering on February 19, 1997 to its Underwriter and the Underwriter's Representatives. 21 22 (7) In October, 1998 Wexford and Imprimis Management LLC sold 100,000 shares of our Common Stock in a private sale to the named parties. (8) Upon completion and acceptance of Wexford's legal review and the approval of our accountants and attorneys, Wexford plans to exchange $330,000 of their $475,000 senior secured loan, plus interest, for 330 shares of a new series of Preferred Stock of of the Company, to be designated the Junior Convertible Preferred Stock, with such Preferred Stock having a stated value of $1,000 per share. Each share of the Junior Convertible Preferred Stock shall, at the option of the holder, be convertible into either shares of our Common Stock or our publicly traded Common Stock Purchase Warrants which shall be fully registered, non restricted and freely tradeable. In each case, the shares of the Junior Convertible Preferred Stock shall be convertible into shares of our Common Stock or our Common Stock Purchase Warrants at a twenty (20%) percent discount to the average of the closing market prices for the twenty (20) business days preceding conversion, into the Common Stock or the Warrants, as the case may be. (9) In an agreement dated April 1, 1999, the Company and a subsidiary settled an outstanding litigation with Haim Zitman which stipulated that within 180 days, the Company shall cause to be registered non-restricted, freely tradable shares of Common Stock whose aggregate offering price on the effective date of this prospectus will equal $80,000. 22 23 PLAN OF DISTRIBUTION The resale shares offered in this prospectus may be sold by the selling stockholders from time to time in transactions in the Nasdaq SmallCap Market, in negotiated transactions, or a combination of such methods of sale, at fixed prices which may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The selling stockholders may effect such transactions by selling the resale shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of the resale shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both. In order to comply with the securities laws of certain states, if applicable, the resale shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the distribution of the resale shares may be deemed to be underwriters within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the resale shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We have advised the selling stockholders that, during such time as they may be engaged in a distribution of the shares of common stock included in this prospectus, they must comply with the applicable provisions of Regulation M under the Securities Exchange Act of 1934 and in connection therewith, the selling stockholders may not engage in any stabilization activity in connection with any securities of ours, that they must furnish copies of this prospectus to each broker-dealer through which the shares of common stock included in this prospectus may be offered, and that they may not bid for or purchase any securities of ours or attempt to induce any person to purchase any securities of ours except as permitted under Regulation M. The selling stockholders have also agreed to inform us and broker-dealers through whom sales may be made hereunder when the distribution of the shares is completed. The resale shares were originally issued under the various agreements pursuant to exemptions from the registration requirements of the Securities Act. We agreed to register the resale shares under the Securities Act. We have agreed to pay all fees and expenses incident to the filing of this registration statement other than underwriting discounts, commissions and fees and disbursements of counsel for the selling stockholders. DESCRIPTION OF SECURITIES As of the date of this Prospectus, there are approximately 738 holders of record of Complete Wellness' common stock. We are currently authorized to issue 50,000,000 shares of our common stock, par value $.0001665 per share, and 2,000,000 shares of our preferred stock, par value $0.01 per share. As of the date of this Prospectus, Complete Wellness has 2,949,755 shares of its common stock, and 100,000 shares of its preferred stock, issued and outstanding. There are also warrants to purchase an additional 218,000 shares of our common stock issued and outstanding. COMMON STOCK Each holder of shares of common stock is entitled to one vote per share on all matters to be voted on by shareholders. The holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor and, in the event of liquidation, dissolution or winding-up of Complete Wellness, to share ratably in all assets available for distribution, subject to the rights of the holders of any preferred stock as described below. Upon the liquidation, dissolution or winding up of Complete Wellness, the holders of shares of common stock would be entitled to share pro rata in the distribution of all of Complete Wellness's assets remaining available for distribution after satisfaction of all its liabilities and the payment of the liquidation preference of any outstanding preferred stock. The holders of common stock have no preemptive or conversion rights. All shares of common stock outstanding as of the date of this prospectus 26 24 are fully paid and are not subject to further calls or assessments by the company. There are no redemption or sinking fund provisions applicable to the common stock. PREFERRED STOCK Our Certificate of Incorporation, as amended, authorize the issuance of up to 2,000,000 shares of preferred stock. The board of directors is authorized, without further shareholder action, to issue such shares in one or more series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, amounts payable upon liquidation and the number of shares constituting any series or the designation of such series. If such preferred stock is issued, it will rank senior to our common stock in respect of rights to receive dividends and to participate in distributions or payments in the event of an liquidation, dissolution or winding up of Complete Wellness. The issuance of preferred stock may have the effect of delaying, deferring, discouraging or preventing a third party from acquiring a majority of the outstanding voting stock of Complete Wellness or other change in control of Complete Wellness without further action by the shareholders, and may adversely affect the voting and other rights of the holders of the common stock, including the loss of voting control to others. The board of directors does not at present intend to seek shareholder approval prior to issuing any such preferred stock, unless required to do so by law. In December, 1997 and January, 1998, we issued to Wexford Spectrum Investors LLC and Imprimis Investors LLC a total of 100,000 shares of our Senior Convertible Preferred Stock in receipt of a $5,000,000 investment in the Company. The terms, provisions, rights and preferences of the Senior Convertible Preferred Stock are more fully described in our Annual Report on From 10-KSB filed April 14, 1998 for the fiscal year ended December 31, 1997 as amended on Form 10-KSB/A filed on January 19, 1999. DIVIDEND POLICY We have not paid any cash or other dividends on our common stock since our inception and do not anticipate paying any such dividends in the foreseeable future. We intend to retain any earnings for use in our operations and to finance the expansion of its business. LEGAL MATTERS The validity of the securities offered hereby will be passed upon for us by . EXPERTS Our consolidated financial statements appearing in our Annual Report on Form 10-KSB for the year ended December 31, 1998 was audited by Amper, Politziner & Mattia P.A., and on our Annual Report on Form 10-KSB/A for the year ended December 31, 1997 by Ernst & Young LLP, independent auditors, as set forth in their reports and included with those filings and incorporated in this prospectus by reference. Such financial statements have been incorporated in this prospectus by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. 27 25 Table of Contents 1. AVAILABLE INFORMATION 4 2. PROSPECTUS SUMMARY 5 3. THE OFFERING 5 4. RISK FACTORS 6 5. INDEMNIFICATION 10 6. INFORMATION INCORPORATED BY REFERENCE 11 7. MARKET PRICE OF COMMON STOCK 12 8. REGISTRATION RIGHTS 13 9. USE OF PROCEEDS 14 10. SELLING STOCKHOLDERS 14 11. PLAN OF DISTRIBUTION 26 12. DESCRIPTION OF SECURITIES 26 13. DIVIDEND POLICY 27 14. LEGAL MATTERS 27 15. EXPERTS 27 28 26 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other expenses of issuance and distribution. The following table sets forth an itemized statement of all estimated expenses in connection with the issuance and distribution of the securities being registered: SEC registration fee .................................... $ 1,556.00 Legal expenses ........................................ 5,000.00 Accounting fees and expenses .......................... 7,500.00 Miscellaneous ......................................... 944.00 --------- Total ................................................... $ 15,000.00
Item 15. Indemnification of directors and officers Section 145 of the Delaware General Corporation Law authorizes a court to award or a corporation's board of directors to grant indemnification to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933. Article VII of our bylaws provides for mandatory indemnification of its directors and permissible indemnification of its officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. We have entered into indemnification agreements with our officers and directors which are intended to provide the our officers and directors with further indemnification to the maximum extent permitted by the Delaware General Corporation Law. Reference is also made to Section XII B of the investor rights agreement contained in Exhibit 4.3 incorporated by reference in this prospectus, which contains provisions indemnifying officers and directors of ours against certain liabilities. Reference is also made to the underwriting agreements entered into in connection with our initial public offering indemnifying officers and directors of ours and other persons against certain liabilities, including those arising under the Securities Act of 1933. Item 16. Exhibits and financial statement schedules
Exhibit Number Description - -------------- ------------- 4.1 (1) Form of common stock certificate 4.18 - 4.30 Purchase and sale agreements for the common stock sold in a private sale to 12 purchasers of the stock previously held by Wexford Spectrum Investors LLC and Imprimis Investors LLC. 4.31 Common stock purchase warrant dated December 2, 1997 to Chris Janish for 25,000 shares. 4.32 Common stock purchase warrant dated October 21, 1998 to Chris Janish for 5,000 shares. 4.34 Common Stock Purchase Warrant dated February 19, 1997 to Peter Spielberger for 25,000 shares. 4.35 Common Stock Purchase Warrant dated February 19, 1997 to Michael LeConey for 25,000 shares. 4.36 Common Stock Purchase Warrant dated February 19, 1997 to Ray Dirks for 15,000 shares. 4.37 Common Stock Purchase Warrant dated February 19, 1997 to Jessy Dirks for 15,000 shares. 4.38 Common Stock Purchase Warrant dated September 16, 1997 to The Equity Group for 10,000 shares. 4.39 Common Stock Purchase Warrant dated September 16, 1997 to The Equity Group for 10,000 shares.
29 27 4.40 Common Stock Option dated January 27, 1998 to SEP FBO Hugh Dean for 8,000 shares. 4.41 Common Stock Purchase Warrant dated February 27, 1998 to Credit Research & Trading LLC for 90,000 shares. 4.42 Common Stock Purchase Warrant dated February 27, 1998 to Credit Research & Trading LLC for 10,000 shares. 4.43 Common Stock Purchase Warrant dated June 25, 1998 to C. John Peterson for 10,000 shares. 4.44 Common Stock Purchase Warrant dated February 19, 1997 to National Securities Corporation for 18,000 shares. 4.45 Common Stock Purchase Warrant dated February 19, 1997 to Steven A. Rothstein for 2,000 shares. 4.46 Settlement Agreement dated April 1, 1999 between Complete Wellness Centers, Inc., Complete Wellness Weight Management, Inc. and Haim Zitman. 5.1 Opinion of _________________________ 23.1 Consent of Ernst & Young LLP, Independent Accountants. 23.2 Consent of Amper, Politziner & Mattia P.A.,, Independent Accountants 23.3 Consent of _________________________ (included in Exhibit 5.1). 24.1 Power of Attorney (see page II-4).
- ---------------------- (1) Incorporated by reference to identically numbered exhibits included in our registration statement on Form SB-2 (File No. 333-18291) declared effective with the Securities and Exchange Commission on February 19, 1997. Item 17. Undertakings Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of ours pursuant to the Delaware General Corporation Law, the certificate of incorporation or the bylaws of ours, indemnification agreements entered into between us and our officers and directors, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by a director, officer, or controlling person of ours in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. We hereby undertake: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the 30 28 information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the calculation of registration fee table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered in this prospectus, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, we certify that we have reasonable grounds to believe that we meet all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Washington, District of Columbia on this 29 day of June, 1999. COMPLETE WELLNESS CENTERS, INC. By: /s/ Joseph Raymond Jr. ---------------------------- (Joseph Raymond Jr.) Chairman of the Board and Chief Executive Officer 31 29 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Raymond and Sergio Vallejo, and each of them singly, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign the registration statement filed herewith and any or all amendments to said registration statement, including post-effective amendments and registration statements filed pursuant to Rule 462 and otherwise, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof. Witness our hands on the date set forth below. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date - --------- ----- ---- /s/ Joseph J. Raymond Chairman of the Board June 29, 1999 - ------------------------- and Chief Executive Officer (Joseph J. Raymond) (Principal Executive Officer) /s/ Sergio Vallejo Chief Operating Officer, Director June 29, 1999 - ------------------------- (Sergio Vallejo) /s/ E. Eugene Sharer Director June 29, 1999 - ------------------------- (E. Eugene Sharer) /s/ Michael Brigante Chief Financial Officer June 29, 1999 - ------------------------- (Principal Accounting and (Michael Brigante) Financial Officer) /s/ Eric S. Kaplan President and Director June 29, 1999 - ------------------------- (Eric S. Kaplan /s/ Frederick B. Simon Director June 29, 1999 ......................... (Frederick B. Simon) /s/ Jack Pawlowski Director June 29, 1999 - ------------------ (Jack Pawlowski)
COMPLETE WELLNESS CENTERS, INC. Index to Exhibits
Exhibit Description - ------- ----------- 4.1 (1) Form of common stock certificate 4.18 - 4.30 Purchase and sale agreements for the common stock sold in a private sale to 12 purchasers of the stock previously held by Wexford Spectrum Investors LLC and Imprimis Investors LLC.
32 30 4.31 Common stock purchase warrant dated December 2, 1997 to Chris Janish for 25,000 shares. 4.32 Common stock purchase warrant dated October 21, 1998 to Chris Janish for 5,000 shares. 4.34 Common Stock Purchase Warrant dated February 19, 1997 to Peter Spielberger for 25,000 shares. 4.35 Common Stock Purchase Warrant dated February 19, 1997 to Michael LeConey for 25,000 shares. 4.36 Common Stock Purchase Warrant dated February 19, 1997 to Ray Dirks for 15,000 shares. 4.37 Common Stock Purchase Warrant dated February 19, 1997 to Jessy Dirks for 15,000 shares. 4.38 Common Stock Purchase Warrant dated September 16, 1997 to The Equity Group for 10,000 shares. 4.39 Common Stock Purchase Warrant dated September 16, 1997 to The Equity Group for 10,000 shares. 4.40 Common Stock Option dated January 27, 1998 to SEP FBO Hugh Dean for 8,000 shares. 4.41 Common Stock Purchase Warrant dated February 27, 1998 to Credit Research & Trading LLC for 90,000 shares. 4.42 Common Stock Purchase Warrant dated February 27, 1998 to Credit Research & Trading LLC for 10,000 shares. 4.43 Common Stock Purchase Warrant dated June 25, 1998 to C. John Peterson for 10,000 shares. 4.44 Common Stock Purchase Warrant dated February 19, 1997 to National Securities Corporation for 18,000 Shares. 4.45 Common Stock Purchase Warrant dated February 19, 1997 to Steven A. Rothstein for 2,000 shares. 4.46 Settlement Agreement dated April 1, 1999 between Complete Wellness Centers, Inc., Complete Wellness Weight Management, Inc. and Haim Zitman. 5.1 Opinion of ________________________ 23.1 Consent of Ernst & Young, L.L.P., Independent Accountants. 23.2 Consent of Amper, Politziner & Mattia P.A., Independent Accountants. 23.3 Consent of ________________________ (included in Exhibit 5.1). 24.1 Power of Attorney (see page II-4).
- ---------------------- (1) Incorporated by reference to identically numbered exhibits included in our registration statement on Form SB-2 (File No. 333-18291) declared effective with the Securities and Exchange Commission on February 19, 1997. 33 EX-4.18 2 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.18 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and S. R. Vallejo FBO Anthony C. Vallejo ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 1,500 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $3,750 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: ------------------------- S. R. Vallejo FBO By: Anthony C. Vallejo ---------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: -------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.19 3 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.19 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and S. R. Vallejo FBO Christina A. Vallejo ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 1,500 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $3,750 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. 1 2 ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: ------------------------- S. R. Vallejo FBO Christina A. Vallejo By: ------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: ------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.20 4 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.20 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Audrey Dickinson ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 3,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $7,500 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: ------------------------- Audrey Dickinson By: ------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: -------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.21 5 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.21 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Peter DiPasqua ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 5,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $12,500 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: ------------------------- Peter DiPasqua, Jr. By: ---------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: --------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.22 6 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.22 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Wexford Spectrum Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Jason Elkin ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 20,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $50,000 to: Chase Manhattan ABA 021 000 021 Account # 323-079504 Wexford Spectrum Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Wexford Spectrum Investors LLC By: ------------------------ Jason Elkin By: --------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: --------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.23 7 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.23 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Jason Elkin ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 21,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $52,500 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: -------------------------- Jason Elkin By: ------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: --------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.24 8 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.24 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Stephen H. Hamic ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 4,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $10,000 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: ------------------------ Stephen H. Hamic By: ------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: -------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.25 9 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.25 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Jill Brigante, Custodian for Jacqueline P. Brigante, NJUGMA ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 2,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $5,000 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 1 2 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: ---------------------------- Jill Brigante, Custodian for By: Jacqueline P. Brigante, NJUGMA -------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: -------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.26 10 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.26 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Steven T. Moore ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 5,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $12,500 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: -------------------------- Steven T. Moore By: --------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: -------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.27 11 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.27 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Chantel M. Natale and Robert C. Natale, JTROS ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 5,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $12,500 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: -------------------------- Chantel M. Natale By: ------------------------- Frederick Simon, Senior Vice President By: --------------------------- Robert C. Natale COMPANY Complete Wellness Centers, Inc. By: --------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.28 12 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.28 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Joseph Raymond ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 28,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $70,000 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: -------------------------- Joseph Raymond By: -------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: -------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.29 13 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.29 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Theresa Szabo and Karl Szabo, JTROS ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 2,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $5,000 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: 1 2 i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: --------------------------- Theresa Szabo By: ------------------------ Frederick Simon, Senior Vice President By: --------------------------- Karl Szabo COMPANY Complete Wellness Centers, Inc. By: -------------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.30 14 PURCHASE AND SALE AGREEMENT 1 EXHIBIT 4.30 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of the 24 day of October 1998, by and among Imprimis Investors LLC (the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT 06830, Complete Wellness Centers, Inc. (the "Company"), and Jill Brigante, Custodian for Virginia A. Brigante, NJUGMA ("Purchaser"). R E C I T A L S A. As of the date hereof, Seller owns 2,000 shares of common stock, $0.0001665 par value per share (the "Shares") of Complete Wellness Centers, Inc. ("CWC"), which are free and clear of all liens and encumbrances, which shares are not registered under the Securities Act of 1933, as amended, and are accordingly restricted as to transfer and contain the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. B. The Seller desires to sell the Shares to the Purchaser and the Purchaser desires to purchase and acquire the Shares from the Seller. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained herein, the parties hereto agree as follows: 1. Sale and Purchase. The Seller hereby sells, and the Purchaser hereby purchases from the Seller the Shares at the purchase price of $2.50 per share. In consideration for the sale of the Shares Purchaser shall wire transfer the purchase price of $5,000 to: Chase Manhattan ABA 021 000 021 Account # 323-069932 Imprimis Investors LLC against delivery by the Seller to the Purchaser the stock certificates, endorsed in blank, evidencing that respective number of Shares being sold. Except as provided herein, Seller makes no representations or warranties about the Shares. 1 2 2. Representations and Warranties of the Purchaser. The Purchaser represents and warrants that: i. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and that there is no existing public market for the Shares and that there can be no assurance that the Purchaser will be able to sell or dispose of the Shares. ii. The Purchaser is an "accredited investor" (as defined in Rule 501 of Regulation D under the Securities Act) purchasing for his own account and is acquiring the Shares for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act and he has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares, including a complete loss of his investment, or the Purchaser has been advised by a representative possessing such knowledge and experience. iii. The Purchaser has had the opportunity to ask questions of and receive answers from the Seller concerning the Shares and other related matters. The Purchaser further acknowledges that the Seller has made available to the Purchaser or his representatives all Documents and information relating to an investment in the Shares requesting by or on behalf of the Purchaser. 3. Representations and Warranties of the Company. The Company represents and warrants that: i. The Company has received an opinion of counsel that an exemption from registration for the Shares is available. ii. The Purchaser has received all material information about the Company that has been furnished to the Seller, including, without limitation, the Consolidation Cash Flow Forecast annexed as Annex A to this Agreement, which the Company hereby represents and warrants to be complete and accurate in all respects. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day and year first above written. 2 3 SELLER PURCHASER Imprimis Investors LLC By: ---------------------------- Jill Brigante, Custodian for By: Virginia A. Brigante, NJUGMA ------------------------- Frederick Simon, Senior Vice President COMPANY Complete Wellness Centers, Inc. By: --------------------- E. Eugene Sharer, Vice Chairman 3 EX-4.31 15 COMMON STOCK PURCHASE WARRANT DATED DEC. 2, 1997 1 EXHIBIT 4.31 December 2, 1997 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), Chris Janish, 40 Broad Street, Suite 2100, New York, NY 10004 (the "Holder") is hereby granted the right to purchase at any time from the date hereof until 5:00 P.M., Eastern time, on December 1, 2002 (the "Expiration Date"), Twenty Five Thousand (25,000) fully paid and non-assessable shares of the Company's Common Stock, par value $0.0001665 per share (the "Common Stock"). This Warrant is exercisable at the Exercise Price (as hereinafter defined) per share of Common Stock issuable hereunder, payable in cash or by certified or official bank check, or at Holder's option by means of tendering this Warrant Certificate to the Company in a cashless transaction to receive the number of shares of Common Stock equal in Market Value, as hereinafter defined, to the difference between the Market Value of the Shares of Common Stock issuable upon exercise of this Warrant and the total Exercise Price thereof. Upon surrender of this Warrant with the annexed Subscription Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, at the Company's principal executive offices presently located at Suite 200, 666 Eleventh Street, NW, Washington, DC 20001, the registered Holder of this Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. 1. Exercise of Warrant. The purchase rights represented by this Warrant are exercisable at the option of the holder hereof, in whole or in part (but not as to fractional shares of Common Stock), during the period in which this Warrant may be exercised as set forth above. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new Warrant of like tenor for the balance of the shares of Common Stock purchasable hereunder. 2. Issuance of Stock Certificate. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof including, without limitation, any tax that may be payable in respect thereof, and such certificates shall (subject to the provisions of Section 3 hereof) be issued in the name of, or in such names as may be directed by, the holder hereof; provided, however, that the Company shall not be required to pay any income tax to which the holder hereof may be subject in connection with the issuance of this Warrant or of shares of Common Stock upon the exercise of this Warrant; and provided further, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance 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. 3. Restrictions on Transfer. 3.1 Restrictions on Transfer. The holder of this Warrant, by acceptance hereof, agrees that, absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of the Warrant or Common Stock issued or issuable upon exercise hereof (the "Warrant Shares"), such holder will not sell or transfer any or all of such Warrant or Warrant Shares, as the 2 case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Such holder consents to the Company making a notation on its records giving instructions to any transfer agent of the Warrant or Warrant Shares in order to implement such restrictions on transferability. 3.2 Transfer Restrictions Legend. Each certificate representing Warrant Shares, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a distribution under a registration statement covering the securities represented thereby) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. 4. Exercise Price and Redemption. 4.1 Initial and Adjusted Exercise Price. The initial exercise price shall be $2.00 per share of Common Stock. The adjusted exercise price shall be the price that shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 6 hereof. 4.2 Exercise Price. The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price depending upon the context. 4.3 Market Value. The term "Market Value" herein shall be an amount equal to the average closing "bid" price of a share of the Company's publicly traded Common Stock for the five (5) trading days preceding the Company's receipt of the Notice of Exercise form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant Certificate. 5. Adjustments of Exercise Price and Number of Shares. 5.1 Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus 2 3 (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1, the following provisions shall be applicable: (a) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be cash, the amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (i) the subscription price, if shares of Common Stock are offered by the Company for subscription, or (ii) the public offering price (after deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, but before deducting any other expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (iii) the net amount of cash actually received by the Company for such securities, in any other case. (b) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company, and otherwise than on the exercise of options, rights or warrants or the conversion or exchange of convertible or exchangeable securities) of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in good faith by the Board of Directors of the Company on the basis of a record of values of similar property or services. (c) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution. (d) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (b) of this Section 5.1. (e) The number of shares of Common Stock at any one time outstanding shall be deemed to include the aggregate maximum number of shares issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights or warrants and upon the conversion or exchange of convertible or exchangeable securities. 5.2 Subdivision and Combination of Common Stock. In case the Company shall at any time subdivide (by any stock split, stock dividend or otherwise) or combine (by any reverse stock split or otherwise) the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately 3 4 decreased in the case of subdivision or increased in the case of combination. 5.3 Adjustment in Number of Shares. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 5, the aggregate number of shares of Common Stock issuable upon the exercise of this Warrant (and of all the Warrants) shall be obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant (and of all the Warrants) immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 5.4 Reclassification, Consolidation, Merger, etc. In case of any reclassification or change of the outstanding shares of Common Stock (other than a change from no par value to par value or vice versa or a change in par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company with or into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company substantially as an entirety, the holder of this Warrant shall thereafter (but only until the Expiration Date) have the right to purchase the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance in respect of the number of shares issuable under this Warrant immediately prior to the time of determination of stockholders of the Company entitled to receive such shares of stock and/or other securities or property, at a purchase price equal to the product of (x) the number of shares issuable under this Warrant immediately prior to such determination, times (y) the Exercise Price in effect immediately prior to such determination, as if such holder had exercised this Warrant immediately prior to such determination. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the holder hereof to receive, the shares of stock and/or other securities or property provided for in this Section 5.4. 5.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of this Warrant or of any Warrant Shares; (b) Upon the issuance or sale of shares of Common Stock upon the exercise of options, rights or warrants, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants or convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or sale of shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or of any agreements or contract rights to purchase shares outstanding as of the date hereof; or (d) If the amount of said adjustment shall be less than one cent ($.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment so carried forward, shall amount to at least one 1 cent ($.01) per share. 4 5 6. Exchange and Replacement of Warrant. This Warrant is exchangeable without expense, upon the surrender hereof by the registered holder at the principal executive office of the Company, for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the same number of shares as are purchasable hereunder in such denominations as shall be designated by the registered holder hereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. 7. Elimination of Fractional Interests. The Company shall not be required upon the exercise of this Warrant to issue stock certificates representing fractions of shares of Common Stock, but shall instead pay in cash, in lieu of any fractional share of Common Stock to which such holder would be entitled if such fractional share were issuable, in an amount equal to the fair market value of a share of Common Stock as of the date of such exercise. 8. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. 9. Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (c) A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional 5 6 shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation. 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to the registered holder of this Warrant, to the address of such holder as shown on the books of the Company; or (b) If to the Company, to the address set forth on the first page of this Warrant; or at such other address as the registered holder or the Company may hereafter have advised the other. 11. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 12. Headings. The Section headings in this Warrant have been inserted for purposes of convenience only and shall have no substantive effect. 13. Law Governing. This Warrant is delivered in the State of Delaware and shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware regardless of the jurisdiction of creation or domicile of the Company or its successors or of the holder at any time hereof. WITNESS the signature of the duly authorized officer of the Company. COMPLETE WELLNESS CENTERS, INC. By: -------------------------- Title: ----------------------- 6 7 SUBSCRIPTION FORM (To Be Executed By The Registered Holder In Order To Exercise The Warrant) The undersigned hereby irrevocably elects to exercise the right to purchase __________shares of Common Stock of COMPLETE WELLNESS CENTERS, INC. covered by this Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full. -------------------------- Signature -------------------------- -------------------------- Address Dated: __________. 7 EX-4.32 16 COMMON STOCK PURCHASE WARRANT DATED OCT. 21, 1998 1 EXHIBIT 4.32 October 21, 1998 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), Chris Janish, 40 Broad Street, Suite 2100, New York, NY 10004 (the "Holder") is hereby granted the right to purchase fully paid and non-assessable shares of the Company's Common Stock, par value $0.0001665 per share (the "Common Stock") in an amount of Five Thousand (5,000) Shares at any time from the date above until 5:00 P.M., Eastern time, on October 20, 2003 (the "Expiration Date"). This Warrant is exercisable at the Exercise Price (as hereinafter defined) per share of Common Stock issuable hereunder, payable in cash or by certified or official bank check, or at Holder's option by means of tendering this Warrant Certificate to the Company. Upon surrender of this Warrant with the annexed Subscription Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, at the Company's principal executive offices presently located at Suite 200, 666 Eleventh Street, NW, Washington, DC 20001, the registered Holder of this Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. 1. Exercise of Warrant. The purchase rights represented by this Warrant are exercisable at the option of the holder hereof, in whole or in part (but not as to fractional shares of Common Stock), during the period in which this Warrant may be exercised as set forth above. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new Warrant of like tenor for the balance of the shares of Common Stock purchasable hereunder. 2. Issuance of Stock Certificate. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof including, without limitation, any tax that may be payable in respect thereof, and such certificates shall (subject to the provisions of Section 3 hereof) be issued in the name of, or in such names as may be directed by, the holder hereof; provided, however, that the Company shall not be required to pay any income tax to which the holder hereof may be subject in connection with the issuance of this Warrant or of shares of Common Stock upon the exercise of this Warrant; and provided further, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance 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. 3. Restrictions on Transfer. 3.1 Restrictions on Transfer. The holder of this Warrant, by acceptance hereof, agrees that, absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of the Warrant or Common Stock issued or issuable upon exercise hereof (the "Warrant Shares"), such holder will not sell or transfer any or all of such Warrant or Warrant Shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Such holder consents to the Company making a notation on its records 2 giving instructions to any transfer agent of the Warrant or Warrant Shares in order to implement such restrictions on transferability. 3.2 Transfer Restrictions Legend. Each certificate representing Warrant Shares, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a distribution under a registration statement covering the securities represented thereby) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. 4. Exercise Price and Redemption. 4.1 Initial and Adjusted Exercise Price. The initial exercise price shall be $2.00 per share of Common Stock. The adjusted exercise price shall be the price that shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 6 hereof. 4.2 Exercise Price The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price depending upon the context. 4.3 Market Value. The term "Market Value" herein shall be an amount equal to the average closing "bid" price of a share of the Company's publicly traded Common Stock for the five (5) trading days preceding the Company's receipt of the Notice of Exercise form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant Certificate. 5. Adjustments of Exercise Price and Number of Shares. 5.1 Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided, 2 3 however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1, the following provisions shall be applicable: (a) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be cash, the amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (i) the subscription price, if shares of Common Stock are offered by the Company for subscription, or (ii) the public offering price (after deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, but before deducting any other expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (iii) the net amount of cash actually received by the Company for such securities, in any other case. (b) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company, and otherwise than on the exercise of options, rights or warrants or the conversion or exchange of convertible or exchangeable securities) of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in good faith by the Board of Directors of the Company on the basis of a record of values of similar property or services. (c) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution. (d) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (b) of this Section 5.1. (e) The number of shares of Common Stock at any one time outstanding shall be deemed to include the aggregate maximum number of shares issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights or warrants and upon the conversion or exchange of convertible or exchangeable securities. 5.2 Subdivision and Combination of Common Stock. In case the Company shall at any time subdivide (by any stock split, stock dividend or otherwise) or combine (by any reverse stock split or otherwise) the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 5.3 Adjustment in Number of Shares. Upon each adjustment of the Exercise Price pursuant to 3 4 the provisions of this Section 5, the aggregate number of shares of Common Stock issuable upon the exercise of this Warrant (and of all the Warrants) shall be obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant (and of all the Warrants) immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 5.4 Reclassification, Consolidation, Merger, etc. In case of any reclassification or change of the outstanding shares of Common Stock (other than a change from no par value to par value or vice versa or a change in par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company with or into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company substantially as an entirety, the holder of this Warrant shall thereafter (but only until the Expiration Date) have the right to purchase the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance in respect of the number of shares issuable under this Warrant immediately prior to the time of determination of stockholders of the Company entitled to receive such shares of stock and/or other securities or property, at a purchase price equal to the product of (x) the number of shares issuable under this Warrant immediately prior to such determination, times (y) the Exercise Price in effect immediately prior to such determination, as if such holder had exercised this Warrant immediately prior to such determination. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the holder hereof to receive, the shares of stock and/or other securities or property provided for in this Section 5.4. 5.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of this Warrant or of any Warrant Shares; (b) Upon the issuance or sale of shares of Common Stock upon the exercise of options, rights or warrants, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants or convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or sale of shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or of any agreements or contract rights to purchase shares outstanding as of the date hereof; or (d) If the amount of said adjustment shall be less than one cent ($.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment so carried forward, shall amount to at least one 1 cent ($.01) per share. 6. Exchange and Replacement of Warrant. This Warrant is exchangeable without expense, upon the surrender hereof by the registered holder at the principal executive office of the Company, for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the same 4 5 number of shares as are purchasable hereunder in such denominations as shall be designated by the registered holder hereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. 7. Elimination of Fractional Interests. The Company shall not be required upon the exercise of this Warrant to issue stock certificates representing fractions of shares of Common Stock, but shall instead pay in cash, in lieu of any fractional share of Common Stock to which such holder would be entitled if such fractional share were issuable, in an amount equal to the fair market value of a share of Common Stock as of the date of such exercise. 8. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. 9. Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (c) A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any 5 6 defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation. 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to the registered holder of this Warrant, to the address of such holder as shown on the books of the Company; or (b) If to the Company, to the address set forth on the first page of this Warrant; or at such other address as the registered holder or the Company may hereafter have advised the other. 11. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 12. Headings. The Section headings in this Warrant have been inserted for purposes of convenience only and shall have no substantive effect. 13. Law Governing. This Warrant is delivered in the State of Delaware and shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware regardless of the jurisdiction of creation or domicile of the Company or its successors or of the holder at any time hereof. WITNESS the signature of the duly authorized officer of the Company. COMPLETE WELLNESS CENTERS, INC. By: -------------------------- Title: ----------------------- 6 7 SUBSCRIPTION FORM (To Be Executed By The Registered Holder In Order To Exercise The Warrant) The undersigned hereby irrevocably elects to exercise the right to purchase __________shares of Common Stock of COMPLETE WELLNESS CENTERS, INC. covered by this Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full. -------------------------- Signature -------------------------- -------------------------- Address Dated: __________. 7 EX-4.34 17 COMMON STOCK PURCHASE WARRANT DATED FEB. 19, 1997 1 EXHIBIT 4.34 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, FEBRUARY 18, 2002 No. W-02 Warrants to Purchase 25,000 Shares of Common Stock and/or 25,000 Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that Peter Spielberger, 10 Greenfield Road, New City, NY 10956, or registered assigns, is the registered holder of 25,000 Warrants to purchase initially, at any time from February 19, 1998 until 5:30 p.m. New York time on February 18, 2002 ("Expiration Date"), up to 25,000 fully-paid and non-assessable shares of common stock, $.0001665 par value ("Common Stock"), of COMPLETE WELLNESS CENTERS, INC., a Delaware corporation (the "Company"), and/or 25,000 Redeemable Warrants of the Company (one Redeemable Warrant entitling the owner to purchase one fully-paid and non-assessable share of Common Stock) at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $7.50 per share of Common Stock and $0.125 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of February 19, 1997 between the Company and NATIONAL 2 SECURITIES CORPORATION (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company or by surrender of this Warrant Certificate. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. 3 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated as of December 21, 1998. COMPLETE WELLNESS CENTERS, INC. By: /s/ E.E. SHARER ------------------------- Name: E.E. SHARER TITLE: Vice Chairman 4 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] ______________ shares of Common Stock; [ ] ______________ Redeemable Warrants; [ ] ______________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] ______________ shares of Common Stock together with Redeemable Warrants. and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of Complete Wellness Centers, Inc. in the amount of $___________________, all in accordance with the terms of Section 3.1 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of __________________ whose address is _________________________ and that such Certificate be delivered to __________ whose address is ______________________________. Dated: ______________________ Signature __________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) ____________________________________ (Insert Social Security or Other Identifying Number of Holder) 5 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] ______________ shares of Common Stock; [ ] ______________ Redeemable Warrants; [ ] ______________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] ______________ shares of Common Stock together with Redeemable Warrants. and herewith tenders in payment for such securities _________ Warrants all in accordance with the terms of Section 3.2 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of___________________ whose address is _________________________ and that such Certificate be delivered to _________________________ whose address is _____________________. Dated: _____________________ Signature _________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) ___________________________________ (Insert Social Security or Other Identifying Number of Holder) 6 [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers unto ___________________________________________________________________ (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______ Attorney to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:_______________ Signature:_____________________ _(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) __________________________________ (Insert Social Security or Other Identifying Number of Assignee) EX-4.35 18 COMMON STOCK PURCHASE WARRANT DATED FEB. 19, 1997 1 EXHIBIT 4.35 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, FEBRUARY 18, 2002 No. W-03 Warrants to Purchase 25,000 Shares of Common Stock and/or 25,000 Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that Michael M. LeConey, C/O Ray Dirks Research, 520 Madison Ave., 10th Floor, New York, NY 10022, or registered assigns, is the registered holder of 25,000 Warrants to purchase initially, at any time from February 19, 1998 until 5:30 p.m. New York time on February 18, 2002 ("Expiration Date"), up to 25,000 fully-paid and non-assessable shares of common stock, $.0001665 par value ("Common Stock"), of COMPLETE WELLNESS CENTERS, INC., a Delaware corporation (the "Company"), and/or 25,000 Redeemable Warrants of the Company (one Redeemable Warrant entitling the owner to purchase one fully-paid and non-assessable share of Common Stock) at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $7.50 per share of Common Stock and $0.125 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of February 19, 1997 between the Company and NATIONAL SECURITIES CORPORATION (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company or by surrender of 2 this Warrant Certificate. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. 3 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated as of December 21, 1998. COMPLETE WELLNESS CENTERS, INC. By: /s/ E. E. SHARER ----------------------- Name: E. E. Sharer Title: Vice Chairman 4 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] ______________ shares of Common Stock; [ ] ______________ Redeemable Warrants; [ ] ______________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] ______________ shares of Common Stock together with Redeemable Warrants. and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of Complete Wellness Centers, Inc. in the amount of $___________________, all in accordance with the terms of Section 3.1 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Weliness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of __________________ whose address is _________________________ and that such Certificate be delivered to _______________ whose address is ______________________________. Dated: ______________________ Signature ________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) __________________________________ (Insert Social Security or Other Identifying Number of Holder) 5 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] ______________ shares of Common Stock; [ ] ______________ Redeemable Warrants; [ ] ______________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] ______________ shares of Common Stock together with Redeemable Warrants. and herewith tenders in payment for such securities _________ Warrants all in accordance with the terms of Section 3.2 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Weilness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of ________________ whose address is _________________ and that such Certificate be delivered to __________ whose address is ________________________. Dated: _____________________ Signature __________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) ____________________________________ (Insert Social Security or Other Identifying Number of Holder) 6 [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers unto ___________________________________________________________________ (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated: _______________ Signature:_________________________ _(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) _______________________________________ (Insert Social Security or Other Identifying Number of Assignee) EX-4.36 19 COMMON STOCK PURCHASE WARRANT DATED FEB. 19, 1997 1 EXHIBIT 4.36 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, FEBRUARY 18, 2002 No. W-04 Warrants to Purchase 15,000 Shares of Common Stock and/or 15,000 Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that Ray L. Dirks, C/O Ray Dirks Research, 520 Madison Ave., 10th Floor, New York, NY 10022, or registered assigns, is the registered holder of 15,000 Warrants to purchase initially, at any time from February 19, 1998 until 5:30 p.m. New York time on February 18, 2002 ("Expiration Date"), up to 15,000 fully-paid and non-assessable shares of common stock, $.0001665 par value ("Common Stock"), of COMPLETE WELLNESS CENTERS, INC., a Delaware corporation (the "Company"), and/or 15,000 Redeemable Warrants of the Company (one Redeemable Warrant entitling the owner to purchase one fully-paid and non-assessable share of Common Stock) at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $7.50 per share of Common Stock and $0.125 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of February 19, 1997 between the Company and NATIONAL SECURITIES CORPORATION (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company or by surrender of 2 this Warrant Certificate. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. 3 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated as of December 21, 1998. COMPLETE WELLNESS CENTERS, INC. By: /s/ E. E. SHARER -------------------------- Name: E. E. SHARER Title: Vice Chairman 4 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] ______________ shares of Common Stock; [ ] ______________ Redeemable Warrants; [ ] ______________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] ______________ shares of Common Stock together with Redeemable Warrants. and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of Complete Wellness Centers, Inc. in the amount of $____________________, all in accordance with the terms of Section 3.1 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of ________________________whose address is _________________________ and that such Certificate be delivered to ____________________ whose address is ______________________________. Dated: _______________________ Signature __________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) ____________________________________ (Insert Social Security or Other Identifying Number of Holder) 5 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] ______________ shares of Common Stock; [ ] ______________ Redeemable Warrants; [ ] ______________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] ______________ shares of Common Stock together with Redeemable Warrants. and herewith tenders in payment for such securities _________ Warrants all in accordance with the terms of Section 3.2 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of ______________________________ whose address is __________________ and that such Certificate be delivered to _________________________ whose address is ___________________. Dated: ______________________ Signature _________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) ___________________________________ (Insert Social Security or Other Identifying Number of Holder) 6 [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers unto ___________________________________________________________________ (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:_______________ Signature:__________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) _________________________________ (Insert Social Security or Other Identifying Number of Assignee) EX-4.37 20 COMMON STOCK PURCHASE WARRANT DATED FEB. 19, 1997 1 EXHIBIT 4.37 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, FEBRUARY 18, 2002 No. W-05 Warrants to Purchase 15,000 Shares of Common Stock and/or 15,000 Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that Jessy W. Dirks, C/O Ray Dirks Research, 520 Madison Ave., 10th Floor, New York, NY 10022, or registered assigns, is the registered holder of 15,000 Warrants to purchase initially, at any time from February 19, 1998 until 5:30 p.m. New York time on February 18, 2002 ("Expiration Date"), up to 15,000 fully-paid and non-assessable shares of common stock, $.0001665 par value ("Common Stock"), of COMPLETE WELLNESS CENTERS, INC., a Delaware corporation (the "Company"), and/or 15,000 Redeemable Warrants of the Company (one Redeemable Warrant entitling the owner to purchase one fully-paid and non-assessable share of Common Stock) at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $7.50 per share of Common Stock and $0.125 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of February 19, 1997 between the Company and NATIONAL SECURITIES CORPORATION (the "Warrant Agreement"). Payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company or by surrender of 2 this Warrant Certificate. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. 3 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated as of December 21, 1998. COMPLETE WELLNESS CENTERS, INC. By: /s/ E. E. SHARER -------------------------- Name: E. E. SHARER Title: Vice Chairman 4 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] ______________ shares of Common Stock; [ ] ______________ Redeemable Warrants; [ ] ______________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] ______________ shares of Common Stock together with Redeemable Warrants. and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of Complete Wellness Centers, Inc. in the amount of $___________________, all in accordance with the terms of Section 3.1 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of _______________________whose address is _________________________ and that such Certificate be delivered to ________________ whose address is ______________________________. Dated: ______________________ Signature ________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) __________________________________ (Insert Social Security or Other Identifying Number of Holder) 5 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] ______________ shares of Common Stock; [ ] ______________ Redeemable Warrants; [ ] ______________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] ______________ shares of Common Stock together with Redeemable Warrants. and herewith tenders in payment for such securities _________ Warrants all in accordance with the terms of Section 3.2 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of __________________ whose address is _________________________ and that such Certificate be delivered to _________________________ whose address is _____________________. Dated: ______________________ Signature __________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) ____________________________________ (Insert Social Security or Other Identifying Number of Holder) 6 [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto _______________________________________________________________ (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:_______________ Signature:_______________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) __________________________________ (Insert Social Security or Other Identifying Number of Assignee) EX-4.38 21 COMMON STOCK PURCHASE WARRANT DATED SEPT. 16, 1997 1 EXHIBIT 4.38 September 16,1997 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), The Equity Group (the "Holder") is hereby granted the right to purchase at any time from the date hereof until 5:00 P.M., New York City time, on September 15, 2002 (the "Expiration Date"), 10,000 fully paid and non-assessable shares of the Company's Common Stock, par value $.0.0001665 per share (the "Common Stock"). This Warrant is exercisable at the Exercise Price (as hereinafter defined) per share of Common Stock issuable hereunder, payable in cash or by certified or official bank check, or at Holder's option by means of tendering this Warrant Certificate to the Company in a cashless transaction to receive the number of shares of Common Stock equal in Market Value, as hereinafter defined, to the difference between the Market Value of the Shares of Common Stock issuable upon exercise of this Warrant and the total Exercise Price thereof. Upon surrender of this Warrant with the annexed Subscription Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, at the Company's principal executive offices presently located at Suite 200, 666 Eleventh Street, NW, Washington, DC 20001, the registered Holder of this Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. 1. Exercise of Warrant. The purchase rights represented by this Warrant are exercisable at the option of the holder hereof, in whole or in part (but not as to fractional shares of Common Stock), during the period in which this Warrant may be exercised as set forth above. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new Warrant of like tenor for the balance of the shares of Common Stock purchasable hereunder. 2. Issuance of Stock Certificate. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof including, without limitation, any tax that may be payable in respect thereof, and such certificates shall (subject to the provisions of Section 3 hereof) be issued in the name of, or in such names as may be directed by, the holder hereof; provided, however, that the Company shall not be required to pay any income tax to which the holder hereof may be subject in connection with the issuance of this Warrant or of shares of Common Stock upon the exercise of this Warrant; and provided further, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance 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. 3. Restrictions on Transfer. 3.1 Restrictions on Transfer. The holder of this Warrant, by acceptance hereof, agrees that, absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of the Warrant or Common Stock issued or issuable upon exercise hereof (the "Warrant Shares"), such holder will not sell or transfer any or all of such Warrant or Warrant Shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the 2 Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Such holder consents to the Company making a notation on its records giving instructions to any transfer agent of the Warrant or Warrant Shares in order to implement such restrictions on transferability. 3.2 Transfer Restrictions Legend. Each certificate representing Warrant Shares, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a distribution under a registration statement covering the securities represented thereby) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. 3.3 Incidental Registration Rights. Whenever the Company proposes to file a registration statement with the Securities and Exchange Commission (other than on Forms S-8 or S-4) at any time and from time to time, it will, prior to such filing, give written notice to Holder of its intention to do so and, upon the written request of Holder given within 15 days after the Company provides such notice (which request shall state the intended disposition of such warrant shares), the Company shall use its best efforts to cause all Warrant Shares which the Company has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with their intended methods of distribution specified in the request of such Holder; provided the Company shall have the right to postpone any registration effected pursuant to this Section without obligation to any Holder. If, in the opinion of the managing underwriter, the registration of all or part of the Warrant Shares which the Holder has requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Warrant Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. 4. Exercise Price and Redemption. 4.1 Initial and Adjusted Exercise Price. The initial exercise price shall be $3.50 per share of Common Stock. The adjusted exercise price shall be the price that shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 6 hereof. 4.2 Exercise Price The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price depending upon the context. 4.3 Market Value. The term "Market Value" herein shall be an amount equal to the average closing "bid" price of a share of the Company's publicly traded Common Stock for the five (5) trading days preceding the Company's receipt of the Notice of Exercise form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant Certificate. 2 3 5. Adjustments of Exercise Price and Number of Shares. 5.1 Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuance or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1, the following provisions shall be applicable: (a) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be cash, the amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (i) the subscription price, if shares of Common Stock are offered by the Company for subscription, or (ii) the public offering price (after deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, but before deducting any other expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (iii) the net amount of cash actually received by the Company for such securities, in any other case. (b) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company, and otherwise than on the exercise of options, rights or warrants or the conversion or exchange of convertible or exchangeable securities) of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in good faith by the Board of Directors of the Company on the basis of a record of values of similar property or services. (c) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution. (d) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of 3 4 Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (b) of this Section 5.1. (e) The number of shares of Common Stock at any one time outstanding shall be deemed to include the aggregate maximum number of shares issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights or warrants and upon the conversion or exchange of convertible or exchangeable securities. 5.2 Subdivision and Combination of Common . In case the Company shall at any time subdivide (by any stock split, stock dividend or otherwise) or combine (by any reverse stock split or otherwise) the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 5.3 Adjustment in Number of Shares. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 5, the aggregate number of shares of Common Stock issuable upon the exercise of this Warrant (and of all the Warrants) shall be obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant (and of all the Warrants) immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 5.4 Reclassification, Consolidation, Merger, etc. In case of any reclassification or change of the outstanding shares of Common Stock (other than a change from no par value to par value or vice versa or a change in par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company with or into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company substantially as an entirety, the holder of this Warrant shall thereafter (but only until the Expiration Date) have the right to purchase the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance in respect of the number of shares issuable under this Warrant immediately prior to the time of determination of stockholders of the Company entitled to receive such shares of stock and/or other securities or property, at a purchase price equal to the product of (x) the number of shares issuable under this Warrant immediately prior to such determination, times (y) the Exercise Price in effect immediately prior to such determination, as if such holder had exercised this Warrant immediately prior to such determination. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the holder hereof to receive, the shares of stock and/or other securities or property provided for in this Section 5.4. 5.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of this Warrant or of any Warrant Shares; (b) Upon the issuance or sale of shares of Common Stock upon the exercise of options, rights or warrants, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) 4 5 where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants or convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or sale of shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or of any agreements or contract rights to purchase shares outstanding as of the date hereof; or (d) If the amount of said adjustment shall be less than one cent ($.0l) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment so carried forward, shall amount to at least one 1 cent ($.01) per share. 6. Exchange and Replacement of Warrant. This Warrant is exchangeable without expense, upon the surrender hereof by the registered holder at the principal executive office of the Company, for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the same number of shares as are purchasable hereunder in such denominations as shall be designated by the registered holder hereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. 7. Elimination of Fractional Interests. The Company shall not be required upon the exercise of this Warrant to issue stock certificates representing fractions of shares of Common Stock, but shall instead pay in cash, in lieu of any fractional share of Common Stock to which such holder would be entitled if such fractional share were issuable, in an amount equal to the fair market value of a share of Common Stock as of the date of such exercise. 8. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. 9. Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital 5 6 stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (c) A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation. 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to the registered holder of this Warrant, to the address of such holder as shown on the books of the Company; or (b) If to the Company, to the address set forth on the first page of this Warrant; or at such other address as the registered holder or the Company may hereafter have advised the other. 11. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 12. Headings. The Section headings in this Warrant have been inserted for purposes of convenience only and shall have no substantive effect. 13. Law Governing. This Warrant is delivered in the State of Delaware and shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware regardless of the jurisdiction of creation or domicile of the Company or its successors or of the holder at any time hereof. 6 7 WITNESS the signature of the duly authorized officer of the Company. COMPLETE WELLNESS CENTERS, INC. By: [SIG] ------------------------------------- Title: Vice Chairman ---------------------------------- 7 8 SUBSCRIPTION FORM (To Be Executed By The Registered Holder In Order To Exercise The Warrant) The undersigned hereby irrevocably elects to exercise the right to purchase ___________shares of Common Stock of COMPLETE WELLNESS CENTERS, INC. covered by this Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full. --------------------- Signature --------------------- --------------------- Address Dated:__________. 8 EX-4.39 22 COMMON STOCK PURCHASE WARRANT DATED SEPT. 16, 1997 1 EXHIBIT 4.39 September 16,1997 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), The Equity Group (the "Holder") is hereby granted the right to purchase at any time beginning six months from the date hereof until 5:00 P.M., New York City time, on September 15, 2002 (the "Expiration Date"), 10,000 fully paid and non-assessable shares of the Company's Common Stock, par value $.0.0001665 per share (the "Common Stock"). This Warrant is exercisable at the Exercise Price (as hereinafter defined) per share of Common Stock issuable hereunder, payable in cash or by certified or official bank check, or at Holder's option by means of tendering this Warrant Certificate to the Company in a cashless transaction to receive the number of shares of Common Stock equal in Market Value, as hereinafter defined, to the difference between the Market Value of the Shares of Common Stock issuable upon exercise of this Warrant and the total Exercise Price thereof. Upon surrender of this Warrant with the annexed Subscription Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, at the Company's principal executive offices presently located at Suite 200, 666 Eleventh Street, NW, Washington, DC 20001, the registered Holder of this Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. 1. Exercise of Warrant. The purchase rights represented by this Warrant are exercisable at the option of the holder hereof, in whole or in part (but not as to fractional shares of Common Stock), during the period in which this Warrant may be exercised as set forth above. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new Warrant of like tenor for the balance of the shares of Common Stock purchasable hereunder. 2. Issuance of Stock Certificate. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof including, without limitation, any tax that may be payable in respect thereof, and such certificates shall (subject to the provisions of Section 3 hereof) be issued in the name of, or in such names as may be directed by, the holder hereof; provided, however, that the Company shall not be required to pay any income tax to which the holder hereof may be subject in connection with the issuance of this Warrant or of shares of Common Stock upon the exercise of this Warrant; and provided further, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance 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. 3. Restrictions on Transfer. 3.1 Restrictions on Transfer. The holder of this Warrant, by acceptance hereof, agrees that, absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of the Warrant or Common Stock issued or issuable upon exercise hereof (the "Warrant Shares"), such holder will not sell or transfer any or all of such Warrant or Warrant Shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the 2 Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Such holder consents to the Company making a notation on its records giving instructions to any transfer agent of the Warrant or Warrant Shares in order to implement such restrictions on transferability. 3.2 Transfer Restrictions Legend. Each certificate representing Warrant Shares, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a distribution under a registration statement covering the securities represented thereby) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. 3.3 Incidental Registration Rights. Whenever the Company proposes to file a registration statement with the Securities and Exchange Commission (other than on Forms S-8 or S-4) at any time and from time to time, it will, prior to such filing, give written notice to Holder of its intention to do so and, upon the written request of Holder given within 15 days after the Company provides such notice (which request shall state the intended disposition of such warrant shares), the Company shall use its best efforts to cause all Warrant Shares which the Company has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with their intended methods of distribution specified in the request of such Holder; provided the Company shall have the right to postpone any registration effected pursuant to this Section without obligation to any Holder. If, in the opinion of the managing underwriter, the registration of all or part of the Warrant Shares which the Holder has requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Warrant Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. 4. Exercise Price and Redemption. 4.1 Initial and Adjusted Exercise Price. The initial exercise price shall be $3.50 per share of Common Stock. The adjusted exercise price shall be the price that shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 6 hereof 4.2 Exercise Price The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price depending upon the context. 4.3 Market Value. The term "Market Value" herein shall be an amount equal to the average closing "bid" price of a share of the Company's publicly traded Common Stock for the five (5) trading days preceding the Company's receipt of the Notice of Exercise form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant Certificate. 2 3 5. Adjustments of Exercise Price and Number of Shares. 5.1 Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuance or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1, the following provisions shall be applicable: (a) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be cash, the amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (i) the subscription price, if shares of Common Stock are offered by the Company for subscription, or (ii) the public offering price (after deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, but before deducting any other expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (iii) the net amount of cash actually received by the Company for such securities, in any other case. (b) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company, and otherwise than on the exercise of options, rights or warrants or the conversion or exchange of convertible or exchangeable securities) of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in good faith by the Board of Directors of the Company on the basis of a record of values of similar property or services. (c) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution. (d) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of 3 4 Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (b) of this Section 5.1. (e) The number of shares of Common Stock at any one time outstanding shall be deemed to include the aggregate maximum number of shares issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights or warrants and upon the conversion or exchange of convertible or exchangeable securities. 5.2 Subdivision and Combination of Common . In case the Company shall at any time subdivide (by any stock split, stock dividend or otherwise) or combine (by any reverse stock split or otherwise) the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 5.3 Adjustment in Number of Shares. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 5, the aggregate number of shares of Common Stock issuable upon the exercise of this Warrant (and of all the Warrants) shall be obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant (and of all the Warrants) immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 5.4 Reclassification, Consolidation, Merger, etc. In case of any reclassification or change of the outstanding shares of Common Stock (other than a change from no par value to par value or vice versa or a change in par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company with or into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company substantially as an entirety, the holder of this Warrant shall thereafter (but only until the Expiration Date) have the right to purchase the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance in respect of the number of shares issuable under this Warrant immediately prior to the time of determination of stockholders of the Company entitled to receive such shares of stock and/or other securities or property, at a purchase price equal to the product of (x) the number of shares issuable under this Warrant immediately prior to such determination, times (y) the Exercise Price in effect immediately prior to such determination, as if such holder had exercised this Warrant immediately prior to such determination. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the holder hereof to receive, the shares of stock and/or other securities or property provided for in this Section 5.4. 5.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of this Warrant or of any Warrant Shares; (b) Upon the issuance or sale of shares of Common Stock upon the exercise of options, rights or warrants, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) 4 5 where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants or convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or sale of shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or of any agreements or contract rights to purchase shares outstanding as of the date hereof; or (d) If the amount of said adjustment shall be less than one cent ($.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment so carried forward, shall amount to at least one 1 cent ($.01) per share. 6. Exchange and Replacement of Warrant. This Warrant is exchangeable without expense, upon the surrender hereof by the registered holder at the principal executive office of the Company, for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the same number of shares as are purchasable hereunder in such denominations as shall be designated by the registered holder hereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. 7. Elimination of Fractional Interests. The Company shall not be required upon the exercise of this Warrant to issue stock certificates representing fractions of shares of Common Stock, but shall instead pay in cash, in lieu of any fractional share of Common Stock to which such holder would be entitled if such fractional share were issuable, in an amount equal to the fair market value of a share of Common Stock as of the date of such exercise. 8. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. 9. Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital 5 6 stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (c) A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation. 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to the registered holder of this Warrant, to the address of such holder as shown on the books of the Company; or (b) If to the Company, to the address set forth on the first page of this Warrant; or at such other address as the registered holder or the Company may hereafter have advised the other. 11. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 12. Headings. The Section headings in this Warrant have been inserted for purposes of convenience only and shall have no substantive effect. 13. Law Governing. This Warrant is delivered in the State of Delaware and shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware regardless of the jurisdiction of creation or domicile of the Company or its successors or of the holder at any time hereof. 6 7 WITNESS the signature of the duly authorized officer of the Company. COMPLETE WELLNESS CENTERS, INC. By: [SIG] ------------------------------------- Title: Vice Chairman ---------------------------------- 7 8 SUBSCRIPTION FORM (To Be Executed By The Registered Holder In Order To Exercise The Warrant) The undersigned hereby irrevocably elects to exercise the right to purchase ___________shares of Common Stock of COMPLETE WELLNESS CENTERS, INC. covered by this Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full. --------------------- Signature --------------------- --------------------- Address Dated:__________. 8 EX-4.40 23 COMMON STOCK OPTION AGREEMENT DATED JAN. 27, 1998 1 EXHIBIT 4.40 STOCK OPTION AGREEMENT OF COMPLETE WELLNESS CENTERS, INC. Stock Option Agreement, made as of this 27th day of January, 1998, by and between Complete Wellness Centers, Inc., a Delaware corporation (the "Company"), and Republic National Bank as Custodian for SEP FBO of Hugh Deane, Plan No. 372329621 (the "Optionee"). W I T N E S S E T H WHEREAS, the Board of Directors has approved the award to the Optionee of Options (as such terms are defined below) to purchase shares of the Company's common stock, $.0001665 par value (the "Common Stock")(the "Options") in consideration of Optionee's accomplishments and other contributions to the Company, pursuant to the terms and conditions of this Agreement; WHEREAS, the Options awarded to the Optionee are not granted pursuant to the Company's Stock Option Plan; NOW, THEREFORE, in consideration of the foregoing it is agreed as follows: 1. Base Award. Optionee may purchase from the Company up to Eight Thousand (8,000) shares of the Company's Common Stock at an exercise price of $7.20 per share (the "Option Price") at any time through December 31, 2007. These Options fully vest on the execution of this Agreement. 2. Assignment and Transfer. The Options granted hereunder shall, during the Optionee's lifetime, be exercisable only by him and neither these options nor any right hereunder shall be transferable otherwise than by will or the laws of descent and distribution without the prior approval of the Board of Directors of the Company, or be subject to attachment, execution or other similar process. In the event of any attempt by the Optionee to alienate, assign, pledge, hypothecate or otherwise dispose of this option or of any right hereunder, without the prior approval of the Board of Directors of the Company, or in the event of any levy or any attachment, execution or similar process upon the rights or interest herein conferred, the Company may terminate this option by notice to the Optionee and it shall thereupon become null and void. 3. Exercise of Options. - 1 - 2 The Options granted hereunder may be exercised by written notice to the Company stating the number of shares with respect to which it is being exercised and accompanied by payment of the Option Price (a) in currency, (b) by check, bank draft or cashier's check, (c) by surrender or delivery to the Company of shares of its Common Stock, or (d) in any other form acceptable to the Company, together with payment of any Federal income or other tax required to be withheld by the Company. As soon as practicable after receipt of such notice and payment, the Company shall, without transfer or issue, tax or other incidental expense to the Optionee, deliver to the Optionee at the offices of the Company at 725 Independence Avenue, SE, Washington, DC 20003, at the election of the Company, by first-class insured mail addressed to the Optionee at his address shown in the records of the Company, a certificate or certificates for previously unissued shares or reacquired shares of Common Stock, as the Company may elect. 4. Delivery of Shares. 4.1 The Company may postpone the time of delivery of certificates for shares of its Common Stock for such additional time as the Company shall deem necessary or desirable to enable it to comply with the listing requirements of any securities exchange upon which the Common Stock of the Company may be listed, or the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934 or any rules or regulations of the Securities and Exchange Commission promulgated thereunder or the requirements of applicable state laws relating to authorization, issuance or sale of securities. 4.2 If the Optionee fails to accept delivery of the shares of Common Stock of the Company under tender of delivery thereof, his right to exercise this option with respect to such undelivered shares may be terminated. 4.3 The Optionee understands that the securities issued or to be issued have not been registered pursuant to the Securities Act of 1933, as amended (the "Act"). The Optionee agrees: (a) that the shares of the Company's Common Stock to be acquired by him are being acquired for investment and not with a view to, or for resale in connection with, any distribution of said shares within the meaning of the Act. (b) that: 1. he will not to sell or otherwise dispose of the shares of the Company's Common Stock in a manner that would cause issuance or subsequent sale or disposal of such shares to be in violation of the Act, and agrees to indemnify and exonerate the Company against any loss, damage, liability or expense, including, without limitation, reasonable counsel fees, arising from any distribution of such shares in violation of the Act. 3 2. unless and until he is advised to the contrary in writing by the Company, the shares of the Company's Common Stock shall be subject to, and the stock certificates representing such shares (including shares issued on subsequent transfers, direct or remote, other than those sold to the public in conformity with the Act) will contain the following legend: "The shares represented by this Certificate may not be sold or transferred in the absence of any effective registration statement for the shares under the Securities Act of 1933 or an opinion of counsel for the Company that registration is not required under said Act." 5. Protection Against Dilution. In case of any stock split or reverse stock split, stock dividend, reclassification of the Common Stock, recapitalization, merger or consolidation, or like capital adjustment affecting the Common Stock of the Company, the provisions of this Section 5 shall be applied as if such capital adjustment event had occurred immediately prior to the particular exercise date and the original Option Price had been fairly allocated to the stock resulting from such capital adjustment; and in other respects the provisions of this Section shall be applied in a fair, equitable and reasonable manner so as to give effect, as nearly as may be, to the purposes hereof. A rights offering to stockholders shall be deemed a stock dividend to the extent of the bargain purchase element of the rights. 6. Governing Law. This Agreement shall be governed by the laws of the State of Delaware. 7. Miscellaneous. This Agreement shall inure to the benefit of and be binding upon each successor and assign of the Company. All obligations imposed upon the Optionee, and all rights granted to the Company, hereunder shall be binding upon the Optionee's heirs, legal representatives and successors. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above. COMPLETE WELLNESS CENTERS, INC. By: /s/ E. EUGENE SHARER ------------------------------------- E. Eugene Sharer, President EX-4.41 24 COMMON STOCK PURCHASE WARRANT DATED FEB. 27, 1998 1 EXHIBIT 4.41 THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. February 27, 1998 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by Complete Wellness Centers, Inc., a Delaware corporation (the "Company"), Credit Research & Trading, LLC (the "Holder") is hereby granted the right to purchase at any time from the date hereof until 5:00 P.M., New York City time, on February 28, 2003 (the "Expiration Date"), ninety thousand (90,000) fully paid and nonassessable shares of the Company's Common Stock, par value $.001 per share (the "Common Stock"). This Warrant is exercisable at the Exercise Price (as hereinafter defined) per share of Common Stock issuable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant with the annexed Subscription Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, at the Company's principal executive offices presently located at 725 Independence Avenue, SE, Washington, DC 20003 the registered Holder of this Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. 1. Exercise of Warrant. The purchase rights represented by this Warrant are exercisable at the option of the holder hereof, in whole or in part (but not as to fractional shares of Common Stock), during the period in which this Warrant may be exercised as set forth above. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall 2 execute and deliver a new Warrant of like tenor for the balance of the shares of Common Stock purchasable hereunder. 2. Issuance of Stock Certificate. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof including, without limitation, any tax that may be payable in respect thereof, and such certificates shall (subject to the provisions of Section 3 hereof) be issued in the name of, or in such names as may be directed by, the holder hereof; provided, however, that the Company shall not be required to pay any income tax to which the holder hereof may be subject in connection with the issuance of this Warrant or of shares of Common Stock upon the exercise of this Warrant; and provided further, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance 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. 3. Restrictions on Transfer. 3.1 Restrictions on Transfer. The holder of this Warrant, by acceptance hereof, agrees that, absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of the Warrant or Common Stock issued or issuable upon exercise hereof (the "Warrant Shares"), such holder will not sell or transfer any or all of such Warrant or Warrant Shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Such holder consents to the Company making a notation on its records giving instructions to any transfer agent of the Warrant or Warrant Shares in order to implement such restrictions on transferability. 3.2 Transfer Restrictions Legend. Each certificate representing Warrant Shares, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a distribution 3 under a registration statement covering the securities represented thereby) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. 3.3 Incidental Registration Rights. Whenever the Company proposes to file a registration statement with the Securities and Exchange Commission (other than on Forms S-8 or S-4) at any time and from time to time, it will, prior to such filing, give written notice to Holder of its intention to do so and, upon the written request of Holder given within 15 days after the Company provides such notice (which request shall state the intended method of disposition of such Warrant Shares), the Company shall use its best efforts to cause all Warrant Shares which the Company has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section without obligation to any Holder. If in the opinion of the managing underwriter the registration of all, or part of, the Warrant Shares which the Holder has requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Warrant Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. 4. Exercise Price and Redemption. 4.1 Initial and Adjusted Exercise Price. The initial exercise price shall be $2.50 per share of Common Stock. The adjusted exercise price shall be the price that shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 6 hereof. 4.2 Exercise Price The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price depending upon the context. 5. Adjustments of Exercise Price and Number of Shares. 5.1 Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof or the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities, including without limitation warrants, options, and contract rights, outstanding on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon 4 such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1, the following provisions shall be applicable: (a) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be cash, the amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (i) the subscription price, if shares of Common Stock are offered by the Company for subscription, or (ii) the public offering price (after deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, but before deducting any other expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (iii) the net amount of cash actually received by the Company for such securities, in any other case. (b) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company, and otherwise than on the exercise of options, rights or warrants or the conversion or exchange of convertible or exchangeable securities) of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in good faith by the Board of Directors of the Company on the basis of a record of values of similar property or services. (c) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution. 5 (d) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (b) of this Section 5.1. (e) The number of shares of Common Stock at any one time outstanding shall be deemed to include the aggregate maximum number of shares issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options. rights or warrants and upon the conversion or exchange of convertible or exchangeable securities. 5.2 Subdivision and Combination of Common Stock. In case the Company shall at any time subdivide (by any stock split, stock dividend or otherwise) or combine (by any reverse stock split or otherwise) the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 5.3 Adjustment in Number of Shares. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 5, the aggregate number of shares of Common Stock issuable upon the exercise of this Warrant shall be obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant (and of all the Warrants) immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 5.4 Reclassification. Consolidation, Merger, etc. In case of any reclassification or change of the outstanding shares of Common Stock (other than a change from no par value to par value or vice versa or a change in par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company with or into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company substantially as an entirety, the holder of this Warrant shall thereafter (but only until the Expiration Date) have the right to purchase the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance in respect of the number of shares issuable under this Warrant immediately prior to the time of determination of stockholders of the Company entitled to receive such shares of stock and/or other securities or property, at a purchase price equal to the product of (x) the number of shares issuable under this Warrant immediately prior to such determination, times (y) the Exercise Price in effect immediately prior to such determination, as if such holder had exercised this Warrant immediately prior to such determination. The 6 Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the holder hereof to receive, the shares of stock and/or other securities or property provided for in this Section 5.4. 5.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of this Warrant or of any Warrant Shares; (b) Upon the issuance or sale of shares of Common Stock upon the exercise of options, rights or warrants, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants or convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or sale of shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or of any agreements or contract rights to purchase shares outstanding as of the date hereof; or (d) If the amount of said adjustment shall be less than one cent ($.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment so carried forward, shall amount to at least one cent ($.0l) per share. 6. Exchange and Replacement of Warrant. This Warrant is exchangeable without expense, upon the surrender hereof by the registered holder at the principal executive office of the Company, for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the same number of shares as are purchasable hereunder in such denominations as shall be designated by the registered holder hereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. 7. Elimination of Fractional Interests. The Company shall not be required upon the exercise of this Warrant to issue stock certificates representing fractions of shares of Common Stock, but shall instead pay in 7 cash, in lieu of any fractional share of Common Stock to which such holder would be entitled if such fractional share were issuable, in an amount equal to the fair market value of a share of Common Stock as of the date of such exercise. 8. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. 9. Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (c) A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice 8 shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation. 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to the registered holder of this Warrant, to the address of such holder as shown on the books of the Company; or (b) If to the Company, to the address set forth on the first page of this Warrant; or at such other address as the registered holder or the Company may hereafter have advised the other. 11. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 12. Headings. The Section headings in this Warrant have been inserted for purposes of convenience only and shall have no substantive effect. 13. Law Governing. This Warrant is deemed delivered in the State of Delaware and shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware 9 regardless of the jurisdiction of creation or domicile of the Company or its successors or of the holder at any time hereof. WITNESS the signature of the duly authorized officer of the Company. COMPLETE WELLNESS CENTERS, INC. By: /s/ E. EUGENE SHARER ------------------------------------- E. Eugene Sharer, President 10 SUBSCRIPTION FORM (To Be Executed By The Registered Holder In Order To Exercise The Warrant) The undersigned hereby irrevocably elects to exercise the right to purchase shares of Common Stock of COMPLETE WELLNESS CENTERS, INC., covered by this Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full. ------------------------------ Signature Address: ---------------------- ------------------------------ Dated: __________, 19__. EX-4.42 25 COMMON STOCK PURCHASE WARRANT DATED FEB. 27, 1998 1 EXHIBIT 4.42 THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. February 27, 1998 COMPLETE WELLNESS CENTERS. INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by Complete Wellness Centers, Inc., a Delaware corporation (the "Company"), Credit Research & Trading, LLC (the "Holder") is hereby granted the right to purchase at any time from the date hereof until 5:00 P.M., New York City time, on February 28, 2003 (the "Expiration Date"), ten thousand (10,000) fully paid and nonassessable shares of the Company's Common Stock, par value $.0001665 per share (the "Common Stock"). This Warrant is exercisable at the Exercise Price (as hereinafter defined) per share of Common Stock issuable hereunder, payable in cash or by certified or official bank check. Upon surrender of this Warrant with the annexed Subscription Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, at the Company's principal executive offices presently located at 725 Independence Avenue, SE, Washington, DC 20003 the registered Holder of this Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. 1. Exercise of Warrant. The purchase rights represented by this Warrant are exercisable at the option of the holder hereof, in whole or in part (but not as to fractional shares of Common Stock), during the period in which this Warrant may be exercised as set forth above. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall 2 execute and deliver a new Warrant of like tenor for the balance of the shares of Common Stock purchasable hereunder. 2. Issuance of Stock Certificate. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof including, without limitation, any tax that may be payable in respect thereof, and such certificates shall (subject to the provisions of Section 3 hereof) be issued in the name of, or in such names as may be directed by, the holder hereof; provided, however, that the Company shall not be required to pay any income tax to which the holder hereof may be subject in connection with the issuance of this Warrant or of shares of Common Stock upon the exercise of this Warrant; and provided further, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance 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. 3. Restrictions on Transfer. 3.1 Restrictions on Transfer. The holder of this Warrant, by acceptance hereof, agrees that, absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of the Warrant or Common Stock issued or issuable upon exercise hereof (the "Warrant Shares"), such holder will not sell or transfer any or all of such Warrant or Warrant Shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus delivery requirements of the Act. Such holder consents to the Company making a notation on its records giving instructions to any transfer agent of the Warrant or Warrant Shares in order to implement such restrictions on transferability. 3.2 Transfer Restrictions Legend. Each certificate representing Warrant Shares, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a distribution 3 under a registration statement covering the securities represented thereby) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. 3.3 Incidental Registration Rights. Whenever the Company proposes to file a registration statement with the Securities and Exchange Commission (other than on Forms S-8 or S-4) at any time and from time to time, it will, prior to such filing, give written notice to Holder of its intention to do so and, upon the written request of Holder given within 15 days after the Company provides such notice (which request shall state the intended method of disposition of such Warrant Shares), the Company shall use its best efforts to cause all Warrant Shares which the Company has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section without obligation to any Holder. If in the opinion of the managing underwriter the registration of all, or part of, the Warrant Shares which the Holder has requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Warrant Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. 4. Exercise Price and Redemption. 4.1 Initial and Adjusted Exercise Price. The initial exercise price shall be $1.6875 per share of Common Stock. The adjusted exercise price shall be the price that shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 6 hereof. 4.2 Exercise Price The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price depending upon the context. 5. Adjustments of Exercise Price and Number of Shares. 5.1 Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuance or sales referred to in Section 5.5 hereof or the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities, including without limitation warrants, options, and contract rights, outstanding on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon 4 such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1., the following provisions shall be applicable: (a) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be cash, the amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (i) the subscription price, if shares of Common Stock are offered by the Company for subscription, or (ii) the public offering price (after deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, but before deducting any other expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (iii) the net amount of cash actually received by the Company for such securities, in any other case. (b) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company, and otherwise than on the exercise of options, rights or warrants or the conversion or exchange of convertible or exchangeable securities) of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in good faith by the Board of Directors of the Company on the basis of a record of values of similar property or services. (c) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution. 5 (d) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (b) of this Section 5.1. (e) The number of shares of Common Stock at any one time outstanding shall be deemed to include the aggregate maximum number of shares issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights or warrants and upon the conversion or exchange of convertible or exchangeable securities. 5.2 Subdivision and Combination of Common Stock. In case the Company shall at any time subdivide (by any stock split, stock dividend or otherwise) or combine (by any reverse stock split or otherwise) the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 5.3 Adjustment in Number of Shares. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 5, the aggregate number of shares of Common Stock issuable upon the exercise of this Warrant shall be obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant (and of all the Warrants) immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 5.4 Reclassification, Consolidation, Merger, etc. In case of any reclassification or change of the outstanding shares of Common Stock (other than a change from no par value to par value or vice versa or a change in par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company with or into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company substantially as an entirety, the holder of this Warrant shall thereafter (but only until the Expiration Date) have the right to purchase the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance in respect of the number of shares issuable under this Warrant immediately prior to the time of determination of stockholders of the Company entitled to receive such shares of stock and/or other securities or property, at a purchase price equal to the product of (x) the number of shares issuable under this Warrant immediately prior to such determination, times (y) the Exercise Price in effect immediately prior to such determination, as if such holder had exercised this Warrant immediately prior to such determination. The 6 Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the holder hereof to receive, the shares of stock and/or other securities or property provided for in this Section 5.4. 5.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of this Warrant or of any Warrant Shares: (b) Upon the issuance or sale of shares of Common Stock upon the exercise of options, rights or warrants, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants or convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or sale of shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or of any agreements or contract rights to purchase shares outstanding as of the date hereof; or (d) If the amount of said adjustment shall be less than one cent ($.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment so carried forward, shall amount to at least one cent ($.0l) per share. 6. Exchange and Replacement of Warrant. This Warrant is exchangeable without expense, upon the surrender hereof by the registered holder at the principal executive office of the Company, for a new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the same number of shares as are purchasable hereunder in such denominations as shall be designated by the registered holder hereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. 7. Elimination of Fractional Interests. The Company shall not be required upon the exercise of this Warrant to issue stock certificates representing fractions of shares of Common Stock, but shall instead pay in 7 cash, in lieu of any fractional share of Common Stock to which such holder would be entitled if such fractional share were issuable, in an amount equal to the fair market value of a share of Common Stock as of the date of such exercise. 8. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. 9. Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (c) A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice 8 shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation. 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to the registered holder of this Warrant, to the address of such holder as shown on the books of the Company; or (b) If to the Company, to the address set forth on the first page of this Warrant; or at such other address as the registered holder or the Company may hereafter have advised the other. 11. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 12. Headings. The Section headings in this Warrant have been inserted for purposes of convenience only and shall have no substantive effect. 13. Law Governing. This Warrant is deemed delivered in the State of Delaware and shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware 9 regardless of the jurisdiction of creation or domicile of the Company or its successors or of the holder at any time hereof. WITNESS the signature of the duly authorized officer of the Company. COMPLETE WELLNESS CENTERS, INC. By: /s/ E. EUGENE SHARER ------------------------------------- E. Eugene Sharer, President EX-4.43 26 COMMON STOCK PURCHASE WARRANT DATED JUNE 25, 1998 1 EXHIBIT 4.43 June 25, 1998 COMPLETE WELLNESS CENTERS, INC. COMMON STOCK PURCHASE WARRANT In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by COMPLETE WELLNESS CENTERS, INC. (the "Company"), C. John Peterson (the "Holder") is hereby granted the right to purchase fully paid and non-assessable shares of the Company's Common Stock, par value $.0.0001665 per share (the "Common Stock") in an amount of Ten Thousand (10,000) Shares at any time from December 24, 1998 until 5:00 P.M., Eastern time, on June 24, 2003 (the "Expiration Date"), and Ten Thousand (10,000) Shares upon completion of the Series C Cumulative Convertible Preferred Financing or the redemption of the Wexford Management's investment in the Company. This Warrant is exercisable at the Exercise Price (as hereinafter defined) per share of Common Stock issuable hereunder, payable in cash or by certified or official bank check, or at Holder's option by means of tendering this Warrant Certificate to the Company. Upon surrender of this Warrant with the annexed Subscription Form duly executed, together with payment of the Exercise Price for the shares of Common Stock purchased, at the Company's principal executive offices presently located at Suite 200, 666 Eleventh Street, NW, Washington, DC 20001, the registered Holder of this Warrant shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. 1. Exercise of Warrant. The purchase rights represented by this Warrant are exercisable at the option of the holder hereof, in whole or in part (but not as to fractional shares of Common Stock), during the period in which this Warrant may be exercised as set forth above. In the case of the purchase of less than all the shares of Common Stock purchasable under this Warrant, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new Warrant of like tenor for the balance of the shares of Common Stock purchasable hereunder. 2. Issuance of Stock Certificate. The issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof including, without limitation, any tax that may be payable in respect thereof, and such certificates shall (subject to the provisions of Section 3 hereof) be issued in the name of, or in such names as may be directed by, the holder hereof; provided, however, that the Company shall not be required to pay any income tax to which the holder hereof may be subject in connection with the issuance of this Warrant or of shares of Common Stock upon the exercise of this Warrant; and provided further, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance 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. 3. Restrictions on Transfer. 3.1 Restrictions on Transfer. The holder of this Warrant, by acceptance hereof, agrees that, absent an effective registration statement under the Securities Act of 1933, as amended (the "Act"), covering the disposition of the Warrant or Common Stock issued or issuable upon exercise hereof (the "Warrant Shares"), such holder will not sell or transfer any or all of such Warrant or Warrant Shares, as the case may be, without first providing the Company with an opinion of counsel (which may be counsel for the Company) to the effect that such sale or transfer will be exempt from the registration and prospectus 2 delivery requirements of the Act. Such holder consents to the Company making a notation on its records giving instructions to any transfer agent of the Warrant or Warrant Shares in order to implement such restrictions on transferability. 3.2 Transfer Restrictions Legend. Each certificate representing Warrant Shares, unless at the time of exercise such Warrant Shares are registered under the Act, shall bear a legend in substantially the following form on the face thereof: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT, UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM REGISTRATION IS AVAILABLE. Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of a distribution under a registration statement covering the securities represented thereby) shall also bear such legend unless, in the opinion of counsel to the Company, the securities represented thereby may be transferred as contemplated by such holder without violation of the registration requirements of the Act. 4. Exercise Price and Redemption. 4.1 Initial and Adjusted Exercise Price. The initial exercise price shall be $3.125 per share of Common Stock. The adjusted exercise price shall be the price that shall result from time to time from any and all adjustments of the initial exercise price in accordance with the provisions of Section 6 hereof. 4.2 Exercise Price The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price depending upon the context. 4.3 Market Value. The term "Market Value" herein shall be an amount equal to the average closing "bid" price of a share of the Company's publicly traded Common Stock for the five (5) trading days preceding the Company's receipt of the Notice of Exercise form duly executed multiplied by the number of shares of Common Stock to be issued upon surrender of this Warrant Certificate. 5. Adjustments of Exercise Price and Number of Shares. 5.1 Computation of Adjusted Exercise Price. Except as hereinafter provided, in case the Company shall at any time after the date hereof issue or sell any shares of Common Stock (other than the issuances or sales referred to in Section 5.5 hereof, the issuance or sale of any shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or any other securities sold on the date hereof), including shares held in the Company's treasury, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale the Exercise Price shall (until another such issuance or sale) be reduced to a price (calculated to the nearest full cent) determined by dividing (A) an amount equal to the sum of (X) the total number of shares of Common Stock outstanding (including shares deemed to be outstanding pursuant to subparagraph (e) below) immediately prior to such issuance or sale, multiplied by the Exercise Price in effect immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Company upon such issuance or sale, by (B) the total number of shares of Common Stock outstanding (including shares deemed to be 2 3 outstanding pursuant to subparagraph (e) below) immediately after such issuance or sale; provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount in excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock provided for in Section 5.3 hereof. For the purposes of any adjustment to be made in accordance with this Section 5.1, the following provisions shall be applicable: (a) In case of the issuance or sale of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be cash, the amount of the cash portion of the consideration therefor deemed to have been received by the Company shall be (i) the subscription price, if shares of Common Stock are offered by the Company for subscription, or (ii) the public offering price (after deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, but before deducting any other expenses incurred in connection therewith), if such securities are sold to underwriters or dealers for public offering without a subscription offering, or (iii) the net amount of cash actually received by the Company for such securities, in any other case. (b) In case of the issuance or sale (otherwise than as a dividend or other distribution on any stock of the Company, and otherwise than on the exercise of options, rights or warrants or the conversion or exchange of convertible or exchangeable securities) of shares of Common Stock (or of other securities deemed hereunder to involve the issuance or sale of shares of Common Stock) for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash deemed to have been received by the Company shall be the value of such consideration as determined in good faith by the Board of Directors of the Company on the basis of a record of values of similar property or services. (c) Shares of Common Stock issuable by way of dividend or other distribution on any stock of the Company shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution. (d) The reclassification of securities of the Company other than shares of Common Stock into securities including shares of Common Stock shall be deemed to involve the issuance of such shares of Common Stock for a consideration other than cash immediately prior to the close of business on the date fixed for the determination of security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (b) of this Section 5.1. (e) The number of shares of Common Stock at any one time outstanding shall be deemed to include the aggregate maximum number of shares issuable (subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights or warrants and upon the conversion or exchange of convertible or exchangeable securities. 5.2 Subdivision and Combination of Common . In case the Company shall at any time subdivide (by any stock split, stock dividend or otherwise) or combine (by any reverse stock split or otherwise) the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. 3 4 5.3 Adjustment in Number of Shares. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 5, the aggregate number of shares of Common Stock issuable upon the exercise of this Warrant (and of all the Warrants) shall be obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant (and of all the Warrants) immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. 5.4 Reclassification, Consolidation, Merger, etc. In case of any reclassification or change of the outstanding shares of Common Stock (other than a change from no par value to par value or vice versa or a change in par value, or as a result of a subdivision or combination), or in the case of any consolidation of the Company with, or merger of the Company with or into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock except a change as a result of a subdivision or combination of such shares or a change in par value as aforesaid), or in the case of a sale or conveyance to another corporation of the property of the Company substantially as an entirety, the holder of this Warrant shall thereafter (but only until the Expiration Date) have the right to purchase the kind and number of shares of stock and/or other securities or property receivable upon such reclassification, change, consolidation, merger, sale or conveyance in respect of the number of shares issuable under this Warrant immediately prior to the time of determination of stockholders of the Company entitled to receive such shares of stock and/or other securities or property, at a purchase price equal to the product of (x) the number of shares issuable under this Warrant immediately prior to such determination, times (y) the Exercise Price in effect immediately prior to such determination, as if such holder had exercised this Warrant immediately prior to such determination. The Company shall be obligated to retain and set aside, or otherwise make fair provision for exercise of the right of the holder hereof to receive, the shares of stock and/or other securities or property provided for in this Section 5.4. 5.5 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of this Warrant or of any Warrant Shares; (b) Upon the issuance or sale of shares of Common Stock upon the exercise of options, rights or warrants, or upon the conversion or exchange of convertible or exchangeable securities, in any case (i) where the purchase price was adjusted at the time of issuance of such options, rights or warrants, or convertible or exchangeable securities, as contemplated by Section 5.2 hereof or (ii) where such options, rights, warrants or convertible or exchangeable securities were outstanding prior to the date hereof; (c) Upon the issuance or sale of shares of Common Stock resulting from the exercise or conversion of any of the Company's securities outstanding as of the date hereof or of any agreements or contract rights to purchase shares outstanding as of the date hereof; or (d) If the amount of said adjustment shall be less than one cent ($.01) per share, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment so carried forward, shall amount to at least one 1 cent ($.01) per share. 6. Exchange and Replacement of Warrant. This Warrant is exchangeable without expense, upon the surrender hereof by the registered holder at the principal executive office of the Company, for a 4 5 new Warrant or Warrants of like tenor and date representing in the aggregate the right to purchase the same number of shares as are purchasable hereunder in such denominations as shall be designated by the registered holder hereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant. 7. Elimination of Fractional Interests. The Company shall not be required upon the exercise of this Warrant to issue stock certificates representing fractions of shares of Common Stock, but shall instead pay in cash, in lieu of any fractional share of Common Stock to which such holder would be entitled if such fractional share were issuable, in an amount equal to the fair market value of a share of Common Stock as of the date of such exercise. 8. Reservation of Shares. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, all shares of Common Stock issuable upon such exercise shall be duly and validly issued, fully paid and nonassessable. 9. Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (c) A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such 5 6 record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation. 10. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed by registered or certified mail, return receipt requested: (a) If to the registered holder of this Warrant, to the address of such holder as shown on the books of the Company; or (b) If to the Company, to the address set forth on the first page of this Warrant; or at such other address as the registered holder or the Company may hereafter have advised the other. 11. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 12. Headings. The Section headings in this Warrant have been inserted for purposes of convenience only and shall have no substantive effect. 13. Law Governing. This Warrant is delivered in the State of Delaware and shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware regardless of the jurisdiction of creation or domicile of the Company or its successors or of the holder at any time hereof. WITNESS the signature of the duly authorized officer of the Company. COMPLETE WELLNESS CENTERS, INC. By: /s/ E. EUGENE SHARER ----------------------------------- Title: Vice Chairman -------------------------------- 6 7 SUBSCRIPTION FORM (To Be Executed By The Registered Holder In Order To Exercise The Warrant) The undersigned hereby irrevocably elects to exercise the right to purchase ___________shares of Common Stock of COMPLETE WELLNESS CENTERS, INC. covered by this Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full. --------------------- Signature --------------------- --------------------- Address Dated: __________. 7 EX-4.44 27 COMMON STOCK PURCHASE WARRANT DATED FEB. 19, 1997 1 EXHIBIT 4.44 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, FEBRUARY 18, 2002 No. W-02 Warrants to Purchase 18,000 Shares of Common Stock and/or 18,000 Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that National Securities Corporation, or registered assigns, is the registered holder of 18,000 Warrants to purchase initially, at any time from February 19, 1998 until 5:30 p.m. New York time on February 18, 2002 ("Expiration Date"), up to 18,000 fully-paid and non-assessable shares of common stock, $.0001665 par value ("Common Stock"), of COMPLETE WELLNESS CENTERS, INC., a Delaware corporation (the "Company"), and/or 18,000 Redeemable Warrants of the Company (one Redeemable Warrant entitling the owner to purchase one fully-paid and non-assessable share of Common Stock) at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $7.50 per share of Common Stock and $0.125 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of February 19, 1997 between the Company and NATIONAL SECURITIES CORPORATION (the "Warrant Agreement"). Payment of the Exercise Price 2 shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company or by surrender of this Warrant Certificate. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. 2 3 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated as of February 19, 1997 COMPLETE WELLNESS CENTERS, INC. By: /s/ E. E. SHARER ------------------------------------- Name: E. E. Sharer Title: President 4 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] _________________ shares of Common Stock; [ ] _________________ Redeemable Warrants; [ ] _________________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] _________________ shares of Common Stock together with _________________ Redeemable Warrants. and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of Complete Wellness Centers, Inc. in the amount of $___________________, all in accordance with the terms of Section 3.1 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of ____________________ whose address is _________________ and that such Certificate be delivered to ___________________ whose address is_________________________________. Dated: Signature______________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) _______________________________________________ (Insert Social Security or Other Identifying Number of Holder) 5 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] _________________ shares of Common Stock; [ ] _________________ Redeemable Warrants; [ ] _________________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] _________________ shares of Common Stock together with _________________ Redeemable Warrants. and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of Complete Wellness Centers, Inc. in the amount of $___________________, all in accordance with the terms of Section 3.1 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of__________________whose address is __________________and that such Certificate be delivered to ___________________________ whose address is __________________________________. Dated: Signature______________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) _______________________________________________ (Insert Social Security or Other Identifying Number of Holder) 6 [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto - -------------------------------------------------------------------------------- (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:_______________ Signature______________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) _______________________________________________ (Insert Social Security or Other Identifying Number of Assignee) EX-4.45 28 COMMON STOCK PURCHASE WARRANT DATED FEB. 19, 1997 1 EXHIBIT 4.45 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, FEBRUARY 18, 2002 No. W-03 Warrants to Purchase 2,000 Shares of Common Stock and/or 2,000 Redeemable Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that Steven A. Rothstein, or registered assigns, is the registered holder of 2,000 Warrants to purchase initially, at any time from February 19, 1998 until 5:30 p.m. New York time on February 18, 2002 ("Expiration Date"), up to 2,000 fully-paid and non-assessable shares of common stock, $.0001665 par value ("Common Stock"), of COMPLETE WELLNESS CENTERS, INC., a Delaware corporation (the "Company"), and/or 2,000 Redeemable Warrants of the Company (one Redeemable Warrant entitling the owner to purchase one fully-paid and non-assessable share of Common Stock) at the initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $7.50 per share of Common Stock and $0.125 per Redeemable Warrant upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein and in the warrant agreement dated as of February 19, 1997 between the Company and NATIONAL SECURITIES CORPORATION (the "Warrant Agreement"). Payment of the Exercise Price shall be made 2 shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Company or by surrender of this Warrant Certificate. No Warrant may be exercised after 5:30 p.m., New York time, on the Expiration Date, at which time all Warrants evidenced hereby, unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company will, at the request of the holder, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants; provided, however, that the failure of the Company to issue such new Warrant Certificates shall not in any way change, alter, or otherwise impair, the rights of the holder as set forth in the Warrant Agreement. Upon due presentment for registration of transfer of this Warrant Certificate at an office or agency of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection with such transfer. Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such number of unexercised Warrants. The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, and of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement. 2 3 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal. Dated as of February 19, 1997 COMPLETE WELLNESS CENTERS, INC. By: /s/ E. E. SHARER ------------------------------------- Name: E. E. Sharer Title: President 4 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] _________________ shares of Common Stock; [ ] _________________ Redeemable Warrants; [ ] _________________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] _________________ shares of Common Stock together with _________________ Redeemable Warrants. and herewith tenders in payment for such securities a certified or official bank check payable in New York Clearing House Funds to the order of Complete Wellness Centers, Inc. in the amount of $___________________, all in accordance with the terms of Section 3.1 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of______________________ whose address is _____________ and that such Certificate be delivered to ____________________ whose address is ________________________. Dated: Signature______________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) _______________________________________________ (Insert Social Security or Other Identifying Number of Holder) 5 [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2] The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase: [ ] _________________ shares of Common Stock; [ ] _________________ Redeemable Warrants; [ ] _________________ shares of Common Stock together with an equal number of Redeemable Warrants; or [ ] _________________ shares of Common Stock together with _________________ Redeemable Warrants. and herewith tenders in payment for such securities _________ Warrants all in accordance with the terms of Section 3.2 of the Representative's Warrant Agreement dated as of February 19, 1997 between Complete Wellness Centers, Inc. and National Securities Corporation. The undersigned requests that a certificate for such securities be registered in the name of ______________________________ whose address is ________________________________________ and that such Certificate be delivered to _____________________________________whose address is ____________________________________. Dated: Signature______________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) _______________________________________________ (Insert Social Security or Other Identifying Number of Holder) 6 [FORM OF ASSIGNMENT] (To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto - -------------------------------------------------------------------------------- (Please print name and address of transferee) this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________ Attorney, to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution. Dated:__________ Signature______________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate.) _______________________________________________ (Insert Social Security or Other Identifying Number of Holder) EX-4.46 29 SETTLEMENT AGREEMENT DATED APRIL 1, 1999 1 EXHIBIT 4.46 SETTLEMENT AGREEMENT Agreement made as of the 1st day of April, 1999, by and between on the one hand Haim Zitman, residing at 320 East 52nd Street, Apt. 14A, New York, New York 10022 ("Plaintiff"), and on the other hand (i) Complete Wellness Centers, Inc. ("CWC"), a corporation organized under the laws of the State of Delaware, whose principal place of business is 666 Eleventh Street, N.W., Suite 200, Washington, D.C. 20001, and (ii) Complete Wellness Weight Management, Inc., a corporation organized under the laws of the State of Delaware (collectively "Defendants"). Plaintiff and Defendants agree as follows: 1. Simultaneously with the execution of this Settlement Agreement, counsel for Plaintiff and Defendants shall execute the Stipulation and Order Dismissing Action With Prejudice (in the form attached hereto), which will be presented within three business days thereafter to the Court (Judge William H. Pauley) to be "So Ordered." 2. By not later than one hundred eighty (180) days after the date of this Settlement Agreement, CWC shall cause to be registered non-restricted, freely tradeable shares of CWC common stock whose aggregate offering price on the day the secondary goes to market will equal $80,000. Such shares shall be issued and registered as follows: "Haim Zitman." 3. If, within CWC's sole discretion or otherwise, it registers no non-restricted, freely tradeable shares of CWC common stock within one hundred eighty days after the date of this Settlement Agreement, CWC may, prior to the expiration of the foregoing one hundred eighty day period, issue a certified or bank check in the amount of $80,000, payable to "Haim Zitman" and "Sheldon Eisenberger, As Attorney For Haim Zitman," and deliver same to Sheldon Eisenberger. 2 4. If CWC either registers and delivers the stock as provided in paragraph two above, or pays the $80,000 as provided in paragraph three above, then Defendants shall have no further obligations to Plaintiff. 5. Contemporaneously with the execution of this Settlement Agreement, CWC shall sign and deliver (i) the original of the Affidavit of Confession of Judgment (in the form attached hereto), and (ii) the original of the Promissory Note (in the form attached hereto) upon which the Affidavit of Confession of Judgment is based, to Sheldon Eisenberger, who shall hold both documents in escrow. If the one hundred eighty day period referred to in paragraphs two and three above expires and CWC has failed to register and deliver the $80,000 worth of nonrestricted, freely tradeable shares of CWC common stock, or, alternatively, has failed to deliver the certified or bank check in the amount of $80,000, Plaintiff shall have the right to enter and enforce immediately the original of the Affidavit of Confession of Judgment, based upon the original of the Promissory Note. With respect to the Promissory Note, Defendants agree to waive the notice requirement of presentment and demand. If CWC registers and delivers the stock or pays the $80,000 pursuant to paragraphs two and three above, respectively, then Sheldon Eisenberger shall return the original Affidavit of Confession of Judgment and the original Promissory Note to Flemming, Zulack & Williamson, LLP within three business days thereafter. 6. In consideration of the terms of this Settlement Agreement, Plaintiff and Defendants agree to execute and exchange general releases in the forms attached hereto. The attorneys for each party shall hold the general releases in escrow. If CWC registers and delivers the stock or pays the $80,000 pursuant to paragraphs two and three above, respectively, then Plaintiff's and Defendants' attorneys shall exchange the general releases they are holding in -2- 3 escrow within three business days thereafter (or, in the case of $80,000 payment, after the check is negotiated and clears). 7. This Agreement shall be construed and enforced under the laws of the State of New York. The Court shall retain jurisdiction with respect to the enforcement of this Settlement Agreement or any dispute arising therefrom. Plaintiff and Defendants consent to jurisdiction in the Southern District of New York, and, in the event that the Southern District of New York refuses to exercise jurisdiction, in any state court of New York State. 8. Plaintiff and Defendants are entering into this Agreement to settle the action pending in the United States District Court for the Southern District of New York captioned "Haim Zitman v. Complete Wellness Centers, Inc. and Complete Wellness Weight Management, Inc.", Index No. 98 Civ. 8409. This Agreement does not constitute and shall not be construed to constitute an admission of any liability by Defendants in connection with this action. This Agreement is being entered into by Defendants solely as a compromise of disputed claims. 9. CWC represents that at the present time it has no intention of submitting a bankruptcy petition. 10. The terms of this Settlement Agreement, including the amount of any consideration paid, shall be kept confidential and shall not be directly or indirectly disclosed by Plaintiff or Defendants or any of their employees, agents, or attorneys, except by written agreement signed by Plaintiff and Defendants, Court Order, or as required by law, nor shall any settlement agreement or release be filed in any court or introduced in evidence in any action for any purpose whatsoever by anyone, other than in an action between Plaintiff and Defendants -3- 4 hereto to enforce or interpret its terms or to seek modification of this paragraph, except as otherwise ordered by a court of competent jurisdiction. IN WITNESS WHEREOF, Plaintiff and Defendants have executed this Settlement Agreement this 1st day of April 1999. COMPLETE WELLNESS CENTER, INC. By: [SIG] --------------------------- An Authorized Officer COMPLETE WELLNESS WEIGHT MANAGEMENT, INC. By: [SIG] --------------------------- An Authorized Officer /s/ Haim Zitman --------------------------- HAIM ZITMAN -4- EX-5.1 30 LEGAL OPINION 1 EXHIBIT 5.1 June 29, 1999 Complete Wellness Centers, Inc. 666 Eleventh Street, N.W. Washington, D.C. 20001 Ladies and Gentlemen: We have acted as counsel to Complete Wellness Centers, Inc. the "company", a Delaware corporation, in connection with its registration of 1,738,821 shares of common stock common and as described in the company's registration statement on Form S-3, filed with the Securities and Exchange Commission under the Securities Act of 1933. The common stock consists of shares that may be offered by certain stockholders of the company or by pledgees, donees, transferees or other successors in interest that receive such shares as a gift, partnership distribution or other non-sale related transfer, or the "resale shares". We are familiar with the corporate proceedings taken by the company in connection with the issuance and sale of the resale shares. It is our opinion that the resale shares have been duly authorized and are validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.1 to the registration statement and to the reference to this firm under the caption "Legal Matters" in the prospectus, which is part of the registration statement. Very truly yours, [Signature] 34 EX-23.1 31 CONSENT OF ERNST & YOUNG 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" in the registration statement (Form S-3) and related prospectus of Complete Wellness Centers, Inc. for the registration of 1,865,366 shares of its common stock and to the incorporation by reference therein of our report dated March 31, 1998, with respect to the consolidated financial statements of Complete Wellness Centers, Inc. included in its annual report (Form 10-KSB/A) for the year ended December 31, 1997 filed with the Securities and Exchange Commission. ERNST & YOUNG LLP - ------------------------------ Washington, DC June 29, 1999 35 EX-23.2 32 CONSENT OF AMPER, POLITZINER & MATTIA P.A. 1 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" in the registration statement (Form S-3) and related prospectus of Complete Wellness Centers, Inc. for the registration of 1,865,366 shares of its common stock and to the incorporation by reference therein of our report dated March 31, 1999, with respect to the consolidated financial statements of Complete Wellness Centers, Inc. included in its annual report for the year ended December 31, 1998 filed with the Securities and Exchange Commission. AMPER, POLITZINER & MATTIA Edison, NJ 08818 June 29, 1999 36 -----END PRIVACY-ENHANCED MESSAGE-----