EXHIBIT 4.7
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, IN RELIANCE UPON
EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THIS SECURITY MAY NOT BE
SOLD OR TRANSFERRED UNLESS IT IS REGISTERED UNDER THE ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Original Issuance Date: May 24, 2001
FONAR CORPORATION
AMENDED AND RESTATED
PURCHASE WARRANT
WARRANT ("WARRANT") TO PURCHASE SHARES OF
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
This is to certify that, for VALUE RECEIVED, THE TAIL WIND FUND, LTD.
("Warrantholder"), is entitled to purchase, subject to the provisions of this
Warrant, from Fonar Corporation, a corporation organized under the laws of
Delaware ("Company"), at any time after the date of the issuance hereof but not
later than 5:00 P.M., Eastern time, on May 24, 2009 ("Expiration Date"),
1,000,000 shares ("Warrant Shares") of Common Stock, $0.0001 par value ("Common
Stock"), of the Company, at an exercise price per share equal to $0.79 (the
exercise price in effect from time to time hereafter being herein called the
"Warrant Price"). The number of Warrant Shares purchasable upon exercise of this
Warrant and the Warrant Price shall be subject to adjustment from time to time
as described herein.
This Warrant has been issued pursuant to the terms of the Purchase
Agreement ("Purchase Agreement") dated on or about the date hereof between the
Company and the Warrantholder. Capitalized terms used herein and not defined
shall have the meaning specified in the Purchase Agreement.
Section 1. Registration. The Company shall maintain books for the transfer
and registration of the Warrant. Upon the initial issuance of the Warrant, the
Company shall issue and register the Warrant in the name of the Warrantholder.
Section 2. Transfers. As provided herein, this Warrant may be transferred
only pursuant to a registration statement filed under the Securities Act of
1933, as amended ("Securities Act") or an exemption from registration
thereunder. Subject to such restrictions, the Company shall transfer this
Warrant from time to time, upon the books to be maintained by the Company for
that purpose, upon surrender hereof for transfer properly endorsed or
accompanied by appropriate instructions for transfer upon any such transfer, and
a new Warrant shall be issued to the transferee and the surrendered Warrant
shall be canceled by the Company.
Section 3.
(a) Exercise of Warrant. Subject to the provisions hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time and from
time to time after the date of issuance hereof upon surrender of the Warrant,
together with delivery of the duly executed Warrant exercise form attached
hereto (the "Exercise Agreement") (which may be by fax), to the Company during
normal business hours on any business day at the Company's principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the holder hereof), and upon payment to the Company in cash, by
certified or official bank check or by wire transfer for the account of the
Company of the Warrant Price for the Warrant Shares specified in the Exercise
Agreement. The Warrant Shares so purchased shall be deemed to be issued to the
holder hereof or such holder's designee, as the record owner of such shares, as
of the close of business on the date on which the completed Exercise Agreement
shall have been delivered to the Company (or such later date as may be specified
in the Exercise Agreement). Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable time, not exceeding
three (3) business days, after this Warrant shall have been so exercised. The
certificates so delivered shall be in such denominations as may be requested by
the holder hereof and shall be registered in the name of such holder or such
other name as shall be designated by such holder. If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired, the Company
shall (subject to Section 3(b) below), at its expense, at the time of delivery
of such certificates, deliver to the holder a new Warrant representing the
number of shares with respect to which this Warrant shall not then have been
exercised.
(b) Book-Entry. Notwithstanding anything to the contrary set forth herein,
upon exercise of any portion of this Warrant in accordance with the terms
hereof, the Warrantholder shall not be required to physically surrender this
Warrant to the Company unless such holder is purchasing the full amount of
Warrant Shares represented by this Warrant. The Warrantholder and the Company
shall maintain records showing the number of Warrant Shares so purchased
hereunder and the dates of such purchases or shall use such other method,
reasonably satisfactory to the Warrantholder and the Company, so as not to
require physical surrender of this Warrant upon each such exercise. The
Warrantholder and any assignee, by acceptance of this Warrant or a new Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph,
following exercise of any portion of this Warrant, the number of Warrant Shares
which may be purchased upon exercise of this Warrant may be less than the number
of Warrant Shares set forth on the face hereof.
Section 4. Compliance with the Securities Act of 1933. Neither this Warrant
nor the Common Stock issued upon exercise hereof nor any other security issued
or issuable upon exercise of this Warrant may be offered or sold except as
provided in this Warrant and in conformity with the Securities Act of 1933, as
amended, and then only against receipt of an agreement of such person to whom
such offer of sale is made to comply with the provisions of this Section 4 with
respect to any resale or other disposition of such security. The Company may
cause the legend set forth on the first page of this Warrant to be set forth on
each Warrant or similar legend on any security issued or issuable upon exercise
of this Warrant until the Warrant Shares have been registered for resale under
the Registration Rights Agreement or until Rule 144 is available, unless counsel
for the Company is of the opinion as to any such security that such legend is
unnecessary.
Section 5. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares issuable upon the
exercise of the Warrant; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the registered holder of this Warrant in respect of
which such shares are issued. The holder shall be responsible for income taxes
due under federal or state law, if any such tax is due.
Section 6. Mutilated or Missing Warrants. In case this Warrant shall be
mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and
substitution of and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and for the purchase of a like number of Warrant Shares, but only
upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed Warrant, reasonable indemnity or bond with respect thereto, if
reasonably requested by the Company.
Section 7. Reservation of Common Stock. The Company hereby represents and
warrants that there have been reserved, and the Company shall at all applicable
times keep reserved, out of the authorized and unissued Common Stock, a number
of shares sufficient to provide for the exercise of the rights of purchase
represented by the Warrant in full (without regard to any restrictions on
beneficial ownership contained herein), and the transfer agent for the Common
Stock, including every subsequent transfer agent for the Common Stock or other
shares of the Company's capital stock issuable upon the exercise of any of the
right of purchase aforesaid ("Transfer Agent"), shall be irrevocably authorized
and directed at all times to reserve such number of authorized and unissued
shares of Common Stock as shall be requisite for such purpose. The Company
agrees that all Warrant Shares issued upon exercise of the Warrant in accordance
with its terms shall be, at the time of delivery of the certificates for such
Warrant Shares, duly authorized, validly issued, fully paid and non-assessable
shares of Common Stock of the Company. The Company will keep a conformed copy of
this Warrant on file with its Transfer Agent. The Company will supply from time
to time the Transfer Agent with duly executed stock certificates required to
honor the outstanding Warrant.
Section 8. Warrant Price. The Warrant Price, subject to adjustment as
provided in Section 9, shall, if payment is made in cash or by certified check,
be payable in lawful money of the United States of America.
Section 9. Adjustments. Subject and pursuant to the provisions of this
Section 9, the Warrant Price and number of Warrant Shares subject to this
Warrant shall be subject to adjustment from time to time as set forth
hereinafter.
(a) If the Company or any of its subsidiaries shall at any time or from
time to time while the Warrant is outstanding, pay a dividend or make a
distribution on its capital stock in shares of Common Stock, subdivide its
outstanding shares of Common Stock into a greater number of shares or combine
its outstanding shares into a smaller number of shares or issue by
reclassification of its outstanding shares of Common Stock any shares of its
capital stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then the number of Warrant Shares purchasable upon exercise of the Warrant and
the Warrant Price in effect immediately prior to the date upon which such change
shall become effective, shall be adjusted by the Company so that the
Warrantholder thereafter exercising the Warrant shall be entitled to receive the
number of shares of Common Stock or other capital stock which the Warrantholder
would have received if the Warrant had been exercised immediately prior to such
event. Such adjustment shall be made successively whenever any event listed
above shall occur.
(b) If any capital reorganization, reclassification of the capital stock of
the Company, consolidation or merger of the Company with another corporation, or
sale, transfer or other disposition of all or substantially all of the Company's
assets to another corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition, lawful and adequate provision shall be made whereby each
Warrantholder shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions herein specified and in lieu of the
Warrant Shares immediately theretofore issuable upon exercise of the Warrant,
such shares of stock, securities or assets as would have been issuable or
payable with respect to or in exchange for a number of Warrant Shares equal to
the number of Warrant Shares immediately theretofore issuable upon exercise of
the Warrant, had such reorganization, reclassification, consolidation, merger,
sale, transfer or other disposition not taken place, and in any such case
appropriate provision shall be made with respect to the rights and interests of
each Warrantholder to the end that the provisions hereof (including, without
limitations, provision for adjustment of the Warrant Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock, securities or properties thereafter deliverable upon the exercise
hereof. The Company shall not effect any such consolidation, merger, sale,
transfer or other disposition unless prior to or simultaneously with the
consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger, or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or entity shall
assume, by written instrument executed and delivered to the Company, the
obligation to deliver to the holder of the Warrant such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase and the other obligations under this Warrant.
The provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or
other dispositions.
(c) In case the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of evidences of indebtedness or assets or subscription
rights or warrants, the Warrant Price to be in effect after such record date
shall be determined by multiplying the Warrant Price in effect immediately prior
to such record date by a fraction, the numerator of which shall be the total
number of shares of Common Stock outstanding multiplied by the Fair Market Value
per share of Common Stock (as defined below), less the fair market value (on a
per share basis) (as determined by the Company's Board of Directors in good
faith) of said assets or evidences of indebtedness so distributed, or of such
subscription rights or warrants, and the denominator of which shall be the total
number of shares of Common Stock outstanding multiplied by such current Fair
Market Value per share of Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed. "Fair Market Value" of the
Common Stock shall be the closing price of the Common Stock as reported by the
Nasdaq Stock Market (or other exchange or market on which the Common Stock is
principally traded) on the trading day immediately preceding the date on which
such value is being determined.
(d) For the duration of the term of this Warrant, if the Company or any
subsidiary shall at any time or from time to time issue or sell securities
(other than issuances of Underlying Shares pursuant to Debentures and Warrants
under the Purchase Agreement, shares or options issued or which may be issued
pursuant to the Company's current employee or director option plans or shares
issued upon exercise of options, warrants or rights outstanding on the date of
the Agreement and listed in the Company's SEC Filings and other than issuances
described in and permitted under 7.2(b)(iii) of the Purchase Agreement) at an
effective a Per Share Selling Price (as defined below) which is less than the
Warrant Price, then in each such case, the Warrant Price in effect immediately
prior to such issue or sale shall be automatically reduced effective
concurrently with such issue or sale to an amount determined by multiplying the
Warrant Price then in effect by a fraction, (x) the numerator of which shall be
the sum of (1) the number of shares of Common Stock outstanding immediately
prior to such issue or sale, plus (2) the number of shares of Common Stock which
the aggregate consideration received by the Company for such additional shares
would purchase at the Warrant Price, and (y) the denominator of which shall be
the number of shares of Common Stock of the Company outstanding immediately
after such issue or sale.
The foregoing provision of this subsection shall not apply to issuances or
sales pursuant to the Company's duly adopted employee or director bona fide
options plans and/or compensation arrangements or to issuances of up to
1,500,000 shares of the Company's Common Stock to the stockholders of Advanced
Medical Diagnostic Corporation, a majority-owned subsidiary of Fonar ("AMD"), in
exchange for their shares of stock of AMD (which shall not be a capital raising
transaction).
For the purposes of the foregoing adjustment, in the case of the issuance
of any convertible securities, warrants, options or other rights to subscribe
for or to purchase or exchange for, shares of Common Stock ("Convertible
Securities"), the maximum number of shares of Common Stock issuable upon
exercise, exchange or conversion of such Convertible Securities shall be deemed
to be outstanding, provided that no further adjustment shall be made upon the
actual issuance of Common Stock upon exercise, exchange or conversion of such
Convertible Securities.
For the purposes of this Section 9(d), "Per Share Selling Price" shall
include the amount actually paid by third parties for each share of Common
Stock. In the event a fee is paid by the Company in connection with such
transaction, any such fee shall be deducted from the selling price pro rata to
all shares sold in the transaction to arrive at the Per Share Selling Price. A
sale of shares of Common Stock shall include the sale or issuance of rights,
options, warrants or convertible, exchangeable or exercisable securities under
which the Company is or may become obligated to issue shares of Common Stock,
and in such circumstances the Per Share Selling Price of the Common Stock
covered thereby shall also include the exercise, exchange or conversion price
thereof (in addition to the consideration received by the Company upon such sale
or issuance less the fee amount as provided above). In case of any such security
issued in a Variable Rate Transaction or an MFN Transaction, the Per Share
Selling Price shall be deemed to be the lowest conversion or exercise price at
which such securities are converted or exercised or might have been converted or
exercised in the case of a Variable Rate Transaction, or the lowest adjustment
price in the case of an MFN Transaction, over the life of such securities. If
shares are issued for a consideration other than cash, the Per Share Selling
Price shall be the fair value of such consideration as determined in good faith
by independent certified public accountants mutually acceptable to the Company
and the Purchaser.
(e) An adjustment shall become effective immediately after the record date
in the case of each dividend or distribution and immediately after the effective
date of each other event which requires an adjustment.
(f) In the event that, as a result of an adjustment made pursuant to
Section 9, the holder of this Warrant shall become entitled to receive any
shares of capital stock of the Company other than shares of Common Stock, the
number of such other shares so receivable upon exercise of this Warrant shall be
subject thereafter to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Warrant
Shares contained in this Warrant.
(g) In the event of any adjustment in the number of Warrant Shares issuable
hereunder upon exercise, the Warrant Price shall be inversely proportionately
increased or decreased, as the case may be, such that the aggregate purchase
price for Warrant Shares upon full exercise of this Warrant shall remain the
same. Similarly, in the event of any adjustment in the Warrant Price, the number
of Warrant Shares issuable hereunder upon exercise shall be inversely
proportionately increased or decreased, as the case may be, such that the
aggregate purchase price for Warrant Shares upon full exercise of this Warrant
shall remain the same.
Section 10. Fractional Interest. The Company shall not be required to issue
fractions of Warrant Shares upon the exercise of the Warrant. If any fraction of
a Warrant Share would, except for the provisions of this Section, be issuable
upon the exercise of the Warrant (or specified portions thereof), the Company
shall round such calculation to the nearest whole number and disregard the
fraction.
Section 11. Benefits. Nothing in this Warrant shall be construed to give
any person, firm or corporation (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall be for the sole and exclusive benefit of the Company and the
Warrantholder.
Section 12. Notices to Warrantholder. Upon the happening of any event
requiring an adjustment of the Warrant Price, the Company shall forthwith give
written notice thereof to the Warrantholder at the address appearing in the
records of the Company, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. In the event of a dispute with respect to any such
calculation, the certificate of the Company's independent certified public
accountants shall be conclusive evidence of the correctness of any computation
made, absent manifest error. Failure to give such notice to the Warrantholder or
any defect therein shall not affect the legality or validity of the subject
adjustment. At the Warrantholder's request, the Company shall deliver to the
Warrantholder as of a requested date a notice specifying the Warrant Price and
the number of Warrant Shares into which this Warrant is exercisable as of such
date.
Section 13. Identity of Transfer Agent. The initial Transfer Agent for the
Common Stock is:
Computershare (f/k/a Securities Transfer Trust, Inc.)
350 Indiana Street, Suite 800
Golden, Colorado 80401
Forthwith upon the appointment of any subsequent transfer agent for the
Common Stock or other shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by the Warrant, the Company will
fax to the Warrantholder a statement setting forth the name and address of such
transfer agent.
Section 14. Notices. Any notice pursuant hereto to be given or made by the
Warrantholder to or on the Company shall be sufficiently given or made if
delivered personally or by facsimile or if sent by an internationally recognized
courier, addressed as follows:
Fonar Corporation
110 Marcus Drive
Melville, New York 11747
Telephone: (631) 694-2929
Fax: (631) 249-3734
or such other address as the Company may specify in writing by notice to the
Warrantholder complying as to delivery with the terms of this Section 14.
Any notice pursuant hereto to be given or made by the Company to or on the
Warrantholder shall be sufficiently given or made if personally delivered or if
sent by an internationally recognized courier service by overnight or two-day
service, to the address set forth on the books of the Company or, as to each of
the Company and the Warrantholder, at such other address as shall be designated
by such party by written notice to the other party complying as to delivery with
the terms of this Section 14.
All such notices, requests, demands, directions and other communications
shall, when sent by courier, be effective two (2) days after delivery to such
courier as provided and addressed as aforesaid. All faxes shall be effective
upon receipt.
Section 15. Registration Rights. The initial holder of this Warrant is
entitled to the benefit of certain registration rights in respect of the Warrant
Shares as provided in the Registration Rights Agreement.
Section 16. Successors. All the covenants and provisions hereof by or for
the benefit of the Warrantholder shall bind and inure to the benefit of its
respective successors and assigns hereunder.
Section 17. Governing Law. This Warrant shall be deemed to be a contract
made under the laws of the State of New York, without giving effect to its
conflict of law principles, and for all purposes shall be construed in
accordance with the laws of said State.
Section 18. 4.9% and 19.9% Limitations.
(a) Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by the holder upon
exercise pursuant to the terms hereof shall not exceed a number that, when
added to the total number of shares of Common Stock deemed beneficially
owned by such holder at such time (other than by virtue of the ownership of
securities or rights to acquire securities (including the Warrant Shares)
that have limitations on the holder's right to convert, exercise or
purchase similar to the limitation set forth herein), together with all
shares of Common Stock deemed beneficially owned (other than by virtue of
the ownership of securities or rights to acquire securities that have
limitations on the right to convert, exercise or purchase similar to the
limitation set forth herein) by the Warrantholder's "affiliates" at such
time (as defined in Rule 144 of the Act) ("Aggregation Parties") that would
be aggregated for purposes of determining whether a group under Section
13(d) of the Securities Exchange Act of 1934, as amended, exists, would
exceed 4.9% of the total issued and outstanding shares of the Common Stock
(the "Restricted Ownership Percentage"). Each holder shall have the right
(x) at any time and from time to time to reduce its Restricted Ownership
Percentage immediately upon notice to the Company and (y) (subject to
waiver) at any time and from time to time, to increase its Restricted
Ownership Percentage immediately in the event of the announcement as
pending or planned, of a change of control transaction (including without
limitation a transaction that would result in a transfer of more than 50%
of the Company's voting power or equity, or a sale of all or substantially
all of the Company's assets, or a transaction that would result in a person
or "group" being deemed the beneficial owner of 50% or more of the
Company's voting power or equity).
(b) The Company's obligation to issue Common Stock which would exceed
such limits referred to in this Section 18 shall be suspended to the extent
necessary until such time, if any, as shares of Common Stock may be issued
in compliance with such restrictions.
(c) Notwithstanding anything contained herein, in the event that the
Warrantholder has timely exercised this Warrant and the issuance of all or
a portion of the Warrant Shares to be issued pursuant to such exercise
would constitute a breach of the Company's obligations under the rules or
regulations of the Nasdaq Stock Market as they apply to the Company, or any
other principal securities exchange or market ("Principal Market") upon
which the Common Stock is or becomes traded (the "Cap Regulations"), then
the Company shall not be obligated to issue any such Warrant Shares to the
extent such shares are in excess of the maximum permissible amount under
such Cap Regulations ("Excess Shares"). Within five (5) days following any
occurrence of Excess Shares, the Company shall promptly pay to the
Purchaser, in lieu of the Purchaser's right to receive such Excess Shares,
an amount equal to 120% of the difference between (a) the number of Excess
Shares multiplied by the closing sale price per share of Common Stock on
the Principal Market on the trading day immediately preceding the date of
the exercise of this Warrant, and (b) the aggregate exercise price for such
Excess Shares. Only shares of Common Stock acquired pursuant to the
Purchase Agreement (including Underlying Shares and Warrant Shares) will be
included in determining whether the limitation contained herein would be
exceeded for purposes of this Section 18(c).
Section 19. Replacement Warrants. The Company agrees that within ten (10)
business days after any request from time to time of the Warrantholder, it shall
deliver to such holder a new Warrant in substitution of this Warrant which is
identical in all respects except that the then Warrant Price shall be
appropriately specified in the Warrant, and the Warrant shall specify the fixed
number of Warrant Shares into which this Warrant is then exercisable. Such
changes are intended not as amendments to the Warrant but only as clarification
of the foregoing numbers for convenience purposes, and such changes shall not
affect any provisions concerning adjustments to the Warrant Price or number of
Warrant Shares contained herein.
Section 20. Absolute Obligation to Issue Warrant Shares. The Company's
obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by
the holder hereof to enforce the same, any waiver or consent with respect to any
provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or
termination, or any breach or alleged breach by the holder hereof or any other
Person of any obligation to the Company or any violation or alleged violation of
law by the holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
holder hereof in connection with the issuance of Warrant Shares. The Company
will at no time close its shareholder books or records in any manner which
interferes with the timely exercise of this Warrant.
Section 21. Assignment, Etc. The Warrantholder may assign or transfer this
Warrant to any transferee only with the prior written consent of the Company,
which may not be unreasonably withheld or delayed, provided that (i) the
Warrantholder may assign or transfer this Warrant to any of such Warrantholder's
affiliates without the consent of the Company and (ii) upon any Event of Default
(as defined in the Debentures), the Warrantholder may assign or transfer this
Warrant without the consent of the Company. The Warrantholder shall notify the
Company of any such assignment or transfer promptly. This Warrant shall be
binding upon the Company and its successors and shall inure to the benefit of
the Warrantholder and its successors and permitted assigns.
This Warrant was originally issued on May 24, 2001 and has been amended and
restated as of the date set forth on the signature page hereto pursuant to that
certain First Amendment to Purchase Warrant entered into between the Company and
the Warrantholder on the date set forth on the signature page hereto.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
as of April 28, 2004.
FONAR CORPORATION
By: /s/Raymond V. Damadian
Name:
Title:
Attest:
Sign:/s/Henry T. Meyer
Print Name:
FONAR CORPORATION
WARRANT EXERCISE FORM
Fonar Corporation
110 Marcus Drive
Melville, New York 11747
Telephone:________(631) 694-2929
Fax: _________(631) 249-3734
Attention:________President
This undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant ("Warrant") for, and to purchase
thereunder _______________ shares of Common Stock* ("Warrant Shares") provided
for therein, and requests that certificates for the Warrant Shares be issued as
follows:
-------------------------------
Name
-------------------------------
Address
===============================
and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the balance of
the Warrant Shares.
The undersigned hereby represents that all the representations and
warranties contained in Sections 5.3 through 5.8 of the Securities Purchase
Agreement dated on or about May 24, 2001 between Fonar Corporation and the
Purchasers named therein are true and correct in all material respects as of the
date hereof and as if the undersigned were the Purchaser stated therein (if the
undersigned is not such Purchaser).
In lieu of delivering physical certificates representing the Warrant Shares
purchasable upon exercise of this Warrant, provided the Company's transfer agent
is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of the Holder, the Company
shall use its commercially reasonable best efforts to cause its transfer agent
to electronically transmit the Warrant Shares issuable upon conversion or
exercise to the undersigned, by crediting the account of the undersigned's prime
broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.
Dated:_______________________ Signature: ______________________________
------------------------------
Name (please print)
------------------------------
Address
* NOTE: If exercise of the Warrant is made by surrender of the Warrant and
the number of shares indicated exceeds the maximum number of shares to
which a holder is entitled, the Company will issue such maximum number of
shares purchasable upon exercise of the Warrant registered in the name of
the undersigned Warrantholder or the undersigned's Assignee as below
indicated and deliver same to the address stated below.