EXHIBIT 4.2
Exhibit C to
Securities Purchase Agreement
FORM OF WARRANT
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS
WARRANT, OR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE, UNLESS (i) THERE
IS AN EFFECTIVE REGISTRATION COVERING THIS WARRANT OR SHARES UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (ii) IT FIRST RECEIVES AN
OPINION FROM COUNSEL TO THE COMPANY, STATING THAT THE PROPOSED TRANSFER IS
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND UNDER ALL APPLICABLE STATE
SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED
UNDER THE SECURITIES ACT.
Date of Issuance: June 21, 2007
VASOMEDICAL, INC.
Stock Purchase Warrant
(Void after June 20, 2012)
VASOMEDICAL, INC., a Delaware corporation (the "Company"), for value
received, hereby certifies and agrees that Kerns Manufacturing Corp., or its
registered assigns (the "Registered Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company, at any time or from time to time
on or after the date hereof (the "Date of Issuance") and on or before 5:00 p.m.
New York time on June 20, 2012 (such date and time, the "Expiration Time"), Four
Million Two Hundred Eighty-Five Thousand, Seven Hundred Fourteen (4,285,714)
duly authorized, validly issued, fully paid and non-assessable shares of the
Company's common stock, $0.001 par value per share (the "Common Stock"), at an
initial exercise price equal to $.08 per share, subject to adjustment in certain
cases as described herein. The shares issuable upon exercise of this Warrant,
and the purchase price per share, are hereinafter referred to as the "Warrant
Shares" and the "Exercise Price," respectively. The term "Warrant" as used
herein shall include this Warrant and any other warrants delivered in
substitution or exchange therefor, as provided herein. This Warrant shall
terminate at the Expiration Time.
This Warrant is the Warrant issued pursuant to that certain Securities
Purchase Agreement dated as of June 21, 2007 by and between the Company and
Kerns Manufacturing Corp. (the "Securities Purchase Agreement"). Any capitalized
term used and not otherwise defined herein shall have the meaning given such
term in the Securities Purchase Agreement.
1. Exercise.
1.1 Method of Exercise
(a) This Warrant may be exercised by the Registered Holder at any time from
time to time, in whole or in part, prior to the Expiration Time by surrendering
this Warrant, with a Notice of Exercise in the form of Annex A hereto (the
"Notice of Exercise") duly executed by such Registered Holder or by such
Registered Holder's duly authorized attorney, at the principal office of the
Company set forth on the signature page hereto, or at such other office or
agency as the Company may designate in writing (the "Company's Office"),
accompanied by payment in full, in lawful money of the United States (by wire
transfer of immediately available funds or by bank cashier's or certified
check), of the Exercise Price payable in respect of the number of shares of
Warrant Shares purchased upon such exercise. In lieu of cash payment, the
Warrant may be exercised through a cashless exercise in the manner set forth in
Section 1.2 below.
(b) Each exercise of this Warrant shall be deemed to have been effected
immediately prior to the close of business on the day on which the appropriate
Annex form shall be dated and directed to the Company (as evidenced by the
applicable postmark or other evidence of transmittal) as provided in Section
1.1(a) hereof. At such time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in Section 1.1(c) hereof shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.
(c) As soon as practicable after the exercise of this Warrant, in full or
in part, and in any event within five (5) Business Days thereafter, the Company,
at its expense, will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct:
(i) a certificate or certificates for the number of full Warrant Shares to
which such Registered Holder shall be entitled upon such exercise plus, in lieu
of any fractional share to which such Registered Holder would otherwise be
entitled, cash in an amount determined pursuant to Section 3 hereof; and
(ii) in case such exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, representing in the aggregate on the face
or faces thereof the number of Warrant Shares equal (without giving effect to
any adjustment therein) to the number of such shares called for on the face of
this Warrant minus the number of such shares purchased by the Registered Holder
upon such exercise as provided in Section 3 hereof or received pursuant to
Section 1.2 hereof.
1.2. Exercise by Surrender of Warrant. In addition to the method of payment
set forth in Section 1.1 and in lieu of any cash payment required thereunder,
this Warrant may be exercised by surrendering this Warrant in the manner
specified in this Section 1.2, together with irrevocable instructions to the
Company to issue in exchange for this Warrant the number of shares of the Common
Stock equal to the product of (x) the number of shares of the Common Stock
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underlying this Warrant multiplied by (y) a fraction, the numerator of which is
the Market Value (as defined below) of the Common Stock less the Exercise Price
and the denominator of which is such Market Value. As used herein, the phrase
"Market Value" at any date shall be deemed to be the last reported sale price,
or, in case no such reported sale takes place on such day, the average of the
last reported sale prices for the last five (5) trading days, in either case as
officially reported by the principal securities exchange on which the Common
Stock is listed or the NASD's OTC Bulletin Board if admitted to trading thereon,
or, if the Common Stock is not so reported, the average closing bid price as
furnished by the Pink Sheets LLC or similar organization if Pink Sheets LLC is
no longer reporting such information, or if the Common Stock is not so quoted,
as determined in good faith by resolution of the Board of Directors of the
Company, based on the best information available to it.
2. Shares to be Fully Paid; Reservation of Shares; Fractional Shares. The
Company covenants and agrees that all shares of the Common Stock which may be
issued upon the exercise of the rights represented by this Warrant will, upon
issuance by the Company, be validly issued, fully paid and nonassessable, and
free from preemptive rights and free from all taxes, liens, security interests
and charges with respect thereto. The Company further covenants and agrees that,
from and after the Date of Issuance and during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized, and reserve, free from preemptive rights, out of its
authorized but unissued shares of the Common Stock, solely for the purpose of
effecting the exercise of this Warrant, a sufficient number of shares of the
Common Stock to provide for the exercise of the rights represented by this
Warrant. The Company shall not be required upon the exercise of this Warrant to
issue any fractional shares but shall make an adjustment therefor in cash on the
basis of the Market Value for each fractional share of the Common Stock which
would be issuable upon exercise of this Warrant.
3. Requirements for Transfer.
(a) Warrant Register. The Company will maintain a register (the "Warrant
Register") containing the names and addresses of the Registered Holder or
Registered Holders. Any Registered Holder of this Warrant or any portion thereof
may change its address as shown on the Warrant Register by written notice to the
Company requesting such change, and the Company shall promptly make such change.
Until this Warrant is transferred on the Warrant Register of the Company, the
Company may treat the Registered Holder as shown on the Warrant Register as the
absolute owner of this Warrant for all purposes, notwithstanding any notice to
the contrary, provided, however, that if and when this Warrant is properly
assigned in blank, the Company may, but shall not be obligated to, treat the
bearer hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.
(b) Warrant Agent. The Company may, by written notice to the Registered
Holder, appoint an agent for the purpose of maintaining the Warrant Register
referred to in Section 3(a) hereof, issuing shares of the Common Stock issuable
upon the exercise of this Warrant, exchanging this Warrant, replacing this
Warrant or any or all of the foregoing. Thereafter, any such registration,
issuance, exchange, or replacement, as the case may be, may be made at the
office of such agent.
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(c) Transfer. Subject to the provisions of this Section 3, this Warrant and
all rights hereunder are transferable, in whole or in part, upon the surrender
of this Warrant with a properly executed Assignment Form in substantially the
form attached hereto as Annex B (the "Assignment") at the principal office of
the Company.
(d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for
exchange, properly endorsed on the Assignment and subject to the provisions of
this Warrant and with the limitations on assignments and transfers as contained
in this Section 3, the Company at its expense shall issue to or on the order of
the Registered Holder a new warrant or warrants of like tenor, in the name of
the Registered Holder or as the Registered Holder (on payment by the Registered
Holder of any applicable transfer taxes) may direct, for the number of shares
issuable upon exercise hereof.
4. Adjustment.
(a) 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 its Stock (as defined in Section 4(g)), other than the issuances or
sales referred to in Section 4(h) hereof, 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 the price (calculated to the nearest full cent) equal to the quotient derived
by dividing (A) an amount equal to the sum of (X) the product of (a) the
Exercise Price in effect immediately prior to such issuance or sale, multiplied
by (b) the total number of shares of Stock outstanding 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 Stock outstanding 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 Stock, as provided by Section 4(c) hereof.
For the purposes of this Section 4 the term Exercise Price shall mean the
Exercise Price per share set forth on the first page of this Warrant, as
adjusted from time to time pursuant to the provisions of this Section 4.
(i) For purposes of any computation to be made in accordance with this
Section 4(a), the following provisions shall be applicable:
(ii) In case of the issuance or sale of shares of Stock for a consideration
part or all of which shall be cash, the amount of the cash consideration shall
be deemed to be the amount of cash received by the Company for such shares (or,
if shares of Stock are offered by the Company for subscription, the subscription
price, or, if either of such securities shall be sold to underwriters or dealers
for public offering without a subscription price, the public offering price,
before deducting therefrom any compensation paid or discount allowed in the
sale, underwriting or purchase thereof by underwriters or dealers or other
persons or entities performing similar services), or any expenses incurred in
connection therewith.
(iii) In case of the issuance or sale (otherwise than as a dividend or
other distribution on any stock of the Company) of shares of Stock for a
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consideration part or all of which shall be other than cash, the amount of the
consideration therefor other than cash shall be deemed to be the value of such
consideration as determined in good faith by the Board of Directors of the
Company.
(iv) Shares of Stock issuable by way of dividend or other distribution on
any capital 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 and shall be deemed to have been issued without consideration.
(v) The reclassification of securities of the Company other than shares of
Stock into securities including shares of Stock shall be deemed to involve the
issuance of such shares of Stock for 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 Stock shall be determined as provided
in Section 4(a)(iii).
(vi) If, in any case, the total number of shares of the Common Stock
issuable upon exercise of any Option (as hereinafter defined) or upon exercise,
conversion or exchange of any Convertible Security (as hereinafter defined), is
not, in fact, issued and the rights to exercise such Option or to exercise,
convert or exchange such Convertible Security shall have expired or terminated,
the Exercise Price then in effect will be readjusted to the Exercise Price which
would have been in effect at the time of such expiration or termination had such
Option or Convertible Security, to the extent outstanding immediately prior to
such expiration or termination (other than in respect of the actual number of
shares of the Common Stock issued upon exercise or conversion thereof), never
been issued.
(b) Options, Rights, Warrants and Convertible and Exchangeable Securities.
(i) In case the Company shall at any time after the date hereof issue
options, rights or warrants to subscribe for shares of Stock (collectively,
"Options" and individually, an "Option"), or issue any securities convertible
into or exchangeable for shares of Stock (collectively, "Convertible Securities"
and individually, "Convertible Security"), for a consideration per share less
than the Exercise Price in effect immediately prior to the issuance of such
Options or such Convertible Securities, or without consideration, the Exercise
Price in effect immediately prior to the issuance of such Options or such
Convertible Securities, as the case may be, shall be reduced to a price
determined by making a computation in accordance with the provisions of Section
4(a) hereof, provided that:
(ii) The aggregate maximum number of shares of Stock, as the case may be,
issuable under such Options shall be deemed to be issued and outstanding at the
time such Options were issued, for a consideration equal to the minimum purchase
price per share provided for in such Options at the time of issuance, plus the
consideration (determined in the same manner as consideration received on the
issue or sale of shares in accordance with the terms of this Warrant), if any,
received by the Company for such Options. The aggregate maximum number of shares
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of Stock issuable upon conversion or exchange of any Convertible Securities
shall be deemed to be issued and outstanding at the time of issuance of such
Convertible Securities, and for a consideration equal to the consideration
(determined in the same manner as consideration received on the issue or sale of
shares of Stock in accordance with the terms of this Warrant) received by the
Company for such Convertible Securities, plus the minimum consideration, if any,
receivable by the Company upon the conversion or exchange thereof. If any change
shall occur in the price per share provided for in any of the Options referred
to in this subsection, or in the price per share at which the Convertible
Securities referred to in this subsection are exchangeable, such Options or
Convertible Securities, as the case may be, shall be deemed to have expired or
terminated on the date when such price change became effective in respect to
shares not theretofore issued pursuant to the exercise or exchange thereof, and
the Company shall be deemed to have issued upon such date new Options or
Convertible Securities at the new price in respect of the number of shares
issuable upon the exercise of such Options or the conversion or exchange of such
Convertible Securities.
(c) Subdivision and Combination. If the Company at any time subdivides (by
any stock split, stock dividend, recapitalization, reorganization,
reclassification or otherwise) the shares of Stock subject to acquisition
hereunder into a greater number of shares, then, after the date of record for
effecting such subdivision, the Exercise Price in effect immediately prior to
such subdivision will be proportionately reduced and the number of shares of
Common Stock subject to acquisition upon exercise of this Warrant will be
proportionately increased. If the Company at any time combines (by reverse stock
split, recapitalization, reorganization, reclassification or otherwise) the
shares of Stock subject to acquisition hereunder into a smaller number of
shares, then, after the date of record for effecting such combination, the
Exercise Price in effect immediately prior to such combination will be
proportionately increased and the number of shares of Common Stock subject to
acquisition upon exercise of this Warrant will be proportionately decreased.
(d) Merger or Consolidation. In case of any consolidation of the Company
with, or merger of the Company into any other corporation, or in case of any
sale or conveyance of all or substantially all of the assets of the Company
other than in connection with a plan of complete liquidation of the Company,
then, as a condition of such consolidation, merger or sale or conveyance,
adequate provision will be made whereby the Registered Holder will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of the Common Stock immediately theretofore subject to acquisition upon the
exercise of this Warrant, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for the number of shares of the
Common Stock immediately theretofore subject to acquisition and receivable upon
exercise of this Warrant had such consolidation, merger or sale or conveyance
not taken place. In any such case, the Company will make appropriate provision
to insure that the provisions of this Section 4 hereof will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant.
(e) Notice of Adjustment. Upon the occurrence of any event which requires
any adjustment of the Exercise Price, then and in each such case the Company
shall give notice thereof to the Registered Holder, which notice shall state the
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Exercise Price resulting from such adjustment and the increase or decrease, if
any, in the number of Warrant Shares purchasable at such price upon exercise,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
(f) Adjustment in Number of Securities. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 4, the number of
securities issuable upon the exercise of this Warrant shall be adjusted to the
nearest full amount by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.
(g) Definition of Stock. For the purpose of this Agreement, the term
"Stock" shall mean (i) the class of stock designated as the Common Stock in the
Certificate of Incorporation of the Company as may be amended as of the date
hereof, or (ii) any other class of stock resulting from successive changes or
reclassifications of such Stock consisting solely of changes in par value, or
from par value to no par value, or from no par value to par value.
(h) No Adjustment of Exercise Price in Certain Cases. No adjustment of the
Exercise Price shall be made:
(i) Upon issuance or sale of this Warrant or Warrant Shares, or the other
Warrants, if any, issued pursuant to the Securities Purchase Agreement and
Warrant Shares issued upon exercise thereof, or other options, warrants and
convertible securities outstanding as of the date hereof into or for shares of
the Common Stock.
(ii) Upon the issuance or sale of any shares of capital stock, or the grant
of options exercisable therefor, issued or issuable after the date of this
Warrant, to directors, officers, employees, advisers and consultants of the
Company or any subsidiary pursuant to any incentive or non-qualified stock
option plan or agreement, stock purchase plan or agreement, stock restriction
agreement or restricted stock plan, employee stock ownership plan (ESOP),
consulting agreement, stock appreciation right (SAR), stock depreciation right
(SDR), bonus stock arrangement, or such other similar compensatory options,
issuances, arrangements, agreements or plans approved by the Board of Directors.
(iii) If the amount of said adjustment shall be less than one cent ($0.01)
per security issuable upon exercise of this Warrant, 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 which, together with any adjustment so carried forward,
shall amount to at least two cents ($0.02) per security issuable upon exercise
of this Warrant.
5. No Impairment. The Company will not, by amendment of its charter or
through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant but will at all times carry out all such
terms and take all such action as may be reasonably necessary or appropriate in
order to protect the rights of the holder of this Warrant against impairment.
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6. Notices of Record Date, Etc. If the Company shall take a record of the
holders of its Common Stock (or other stock or securities at the time
deliverable upon the exercise of this Warrant) for the purpose of entitling or
enabling them to receive any dividend or other distribution, or to receive any
right to subscribe for or purchase any shares of stock of any class or any other
securities, or to receive any other right; or of any capital reorganization of
the Company, any reclassification of the capital stock of the Company, any
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the surviving entity), or
any transfer of all or substantially all of the assets of the Company; or of the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least ten (10) days prior to the
record date or effective date for the event specified in such notice unless such
prior notice is waived by the Registered Holder.
7. No Rights of Stockholders. The Registered Holder shall not be entitled
to vote, to receive dividends or subscription rights, nor shall anything
contained herein be construed to confer upon the Registered Holder, as such, any
of the rights of a stockholder of the Company, including without limitation any
right to vote for the election of directors or upon any matter submitted to
stockholders, to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock, change of
par value or change of stock to no par value, consolidation, merger, conveyance,
or otherwise), to receive notices, or otherwise, until the Warrant shall have
been exercised as provided herein..
8. Replacement of Warrant. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss, theft or destruction) upon delivery of an indemnity
agreement reasonably satisfactory to the Company, or (in the case of mutilation)
upon surrender and cancellation of this Warrant, the Company will issue, in lieu
thereof, a new Warrant of like tenor.
9. Limitation on Sales. The Registered Holder of this Warrant acknowledges
that this Warrant and the Warrant Shares, as of the date of original issuance of
this Warrant, have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and agrees not to sell, pledge, distribute,
offer for sale, transfer or otherwise dispose of this Warrant or any Warrant
Shares issued upon its exercise in the absence of (i) an effective registration
statement under the Securities Act as to this Warrant or such Warrant Shares or
(ii) an opinion of counsel, reasonably acceptable to the Company and its
counsel, that such registration and qualification are not required. The Warrant
Shares issued upon exercise thereof shall be imprinted with a legend in
substantially the following form:
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"THE ISSUANCE OF THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH
ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT OR APPLICABLE STATE SECURITIES LAWS,
SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED."
10. Mailing of Notices, Etc. All notices and other communications from the
Company to the Registered Holder of this Warrant shall be mailed by first-class
certified or registered mail, postage prepaid, to the address furnished to the
Company in writing by the last Registered Holder of this Warrant who shall have
furnished an address to the Company in writing. All notices and other
communications from the Registered Holder of this Warrant or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below, then it shall give prompt written notice
to the Registered Holder of this Warrant and thereafter all references in this
Warrant to the location of its principal office at the particular time shall be
as so specified in such notice.
11. Change or Waiver. Any term of this Warrant may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of the change or waiver is sought.
12. Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or otherwise affect the meaning of any provision of
this Warrant.
13. Severability. If any provision of this Warrant shall be held to be
invalid and unenforceable, such invalidity or unenforceability shall not affect
any other provision of this Warrant.
14. Governing Law and Submission to Jurisdiction. This Warrant will be
governed by and construed in accordance with the laws of the State of New York
without regard to principles of conflict or choice of laws of any jurisdiction.
The parties hereby agree that any action, proceeding or claim against it arising
out of, or relating in any way to this Warrant shall be brought and enforced in
the courts of the State of New York, and irrevocably submit to such
jurisdiction, which jurisdiction shall be exclusive.
15. Supplements and Amendments. The Company and the Registered Holder may
from time to time supplement or amend this Warrant in order to cure any
ambiguity, to correct or supplement any provision contained herein which may be
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defective or inconsistent with any provision herein, or to make any other
provisions in regard to matters or questions arising hereunder which the Company
and the Holder may deem necessary or desirable.
16. Successors. This Warrant shall be binding upon and shall inure to the
benefit of the respective successors and assigns of the parties, except that the
Company shall not have the right to assign or otherwise transfer all or any part
of its rights or obligations hereunder or any interest herein without the prior
written consent of the Registered Holder.
17. Benefits of this Warrant. Nothing in this Warrant shall be construed to
give to any person, entity or corporation other than the Company and the
Registered Holder of the Warrant Certificate any legal or equitable right,
remedy or claim under this Warrant; and this Warrant shall be for the sole and
exclusive benefit of the Company and the Registered Holder of the Warrant
Certificate.
Balance of Page Intentionally left Blank
Signature Page Follows
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IN WITNESS WHEREOF, VASOMEDICAL, INC. has caused this Warrant to be signed by
its duly authorized officers under its corporate seal and to be dated on the day
and year first written above.
VASOMEDICAL, INC.
By:_________________________________
Name: John C. K. Hui
Title: President
Principal Office: 180 Linden Avenue
Westbury, NY 11590
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ANNEX A
NOTICE OF EXERCISE FORM
-----------------------
To: Dated:
The undersigned, pursuant to the provisions in the attached Warrant, hereby
irrevocably elects to: [check the appropriate box]
__ (i) purchase _____ shares of Common Stock covered by such Warrant and hereby
makes payment of $_______, representing the full purchase price for shares at
the exercise price per share provided for in such Warrant. Enclosed herewith is
payment of the exercise price of such shares in full; or
__ (ii) exercise the Warrant on a "cashless" basis in the manner set forth in
Section 1.2 of the Warrant. Such calculation results in the net issuance of
_______ shares of Common Stock of the Company to the undersigned.
Please have the shares of Common Stock of the Company issuable pursuant to this
exercise delivered to ________________.
Signature:
Dated:
Address:
ANNEX B
ASSIGNMENT FORM
---------------
FOR VALUE RECEIVED, _________________________________ hereby sells, assigns
and transfers all of the rights of the undersigned under the attached Warrant
with respect to the number of shares of Common Stock covered thereby set forth
below, unto:
Name of Assignee Address No. of Shares
- ---------------- ------- -------------
Dated:
Signature:
Dated:
Witness: