EXHIBIT 4.2
FORM OF WARRANT
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.
____________, 2006
MEDICAL CONNECTIONS HOLDINGS, INC.
STOCK PURCHASE WARRANT
THIS CERTIFIES that, for value received, the Holder, is entitled to purchase
from Medical Connections Holdings, Inc., a Florida corporation (the
"Corporation"), __________ fully paid and nonassessable shares of the
Corporation's Common Stock (the "Common Stock") at an exercise price of $1.00
per share (the "Exercise Price"), subject to further adjustment as set forth in
Section 10 hereof, at any time until 5:00 P.M., Eastern time, on December 31,
2009 (the "Termination Date").
2 Title to Warrant. PRIOR TO THE TERMINATION DATE AND SUBJECT TO
COMPLIANCE WITH APPLICABLE LAWS, THIS WARRANT AND ALL RIGHTS HEREUNDER ARE
TRANSFERABLE, IN WHOLE OR IN PART, AT THE OFFICE OR AGENCY OF THE CORPORATION BY
THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY, UPON SURRENDER OF
THIS WARRANT TOGETHER WITH THE ASSIGNMENT FORM ANNEXED HERETO PROPERLY ENDORSED.
3 Authorization of Shares. THE CORPORATION COVENANTS THAT ALL SHARES OF
COMMON STOCK WHICH MAY BE ISSUED UPON THE EXERCISE OF RIGHTS REPRESENTED BY THIS
WARRANT (THE "WARRANT SHARES") WILL, UPON EXERCISE OF THE RIGHTS REPRESENTED BY
THIS WARRANT, BE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE
AND FREE FROM ALL TAXES, LIENS AND CHARGES IN RESPECT OF THE ISSUE THEREOF
(OTHER THAN TAXES IN RESPECT OF ANY TRANSFER OCCURRING CONTEMPORANEOUSLY WITH
SUCH ISSUE).
4 Exercise of Warrant. EXERCISE OF THE PURCHASE RIGHTS REPRESENTED BY
THIS WARRANT MAY BE MADE AT ANY TIME OR TIMES ON OR AFTER THE CLOSING OF THE
OFFERING, AND BEFORE THE CLOSE OF BUSINESS ON THE TERMINATION DATE BY THE
SURRENDER OF THIS WARRANT AND THE NOTICE OF EXERCISE FORM ANNEXED HERETO DULY
EXECUTED, AT THE OFFICE OF THE CORPORATION (OR SUCH OTHER OFFICE OR AGENCY OF
THE CORPORATION AS IT MAY DESIGNATE BY NOTICE IN WRITING TO THE REGISTERED
HOLDER HEREOF AT THE ADDRESS OF SUCH HOLDER APPEARING ON THE BOOKS OF THE
CORPORATION) AND UPON PAYMENT OF THE EXERCISE PRICE OF THE SHARES THEREBY
PURCHASED BY WIRE TRANSFER OR CASHIER'S CHECK DRAWN ON A UNITED STATES BANK, THE
HOLDER OF THIS WARRANT SHALL BE ENTITLED TO RECEIVE A CERTIFICATE FOR THE NUMBER
OF SHARES OF COMMON STOCK SO PURCHASED. CERTIFICATES FOR SHARES PURCHASED
HEREUNDER SHALL BE DELIVERED TO THE HOLDER HEREOF WITHIN TWENTY (20) TRADING
DAYS AFTER THE DATE ON WHICH THIS WARRANT SHALL HAVE BEEN EXERCISED AS
AFORESAID. THIS WARRANT SHALL BE DEEMED TO HAVE BEEN EXERCISED AND SUCH
CERTIFICATE OR CERTIFICATES SHALL BE DEEMED TO HAVE BEEN ISSUED, AND HOLDER OR
ANY OTHER PERSON SO DESIGNATED TO BE NAMED THEREIN SHALL BE DEEMED TO HAVE
BECOME A HOLDER OF RECORD OF SUCH SHARES FOR ALL PURPOSES, AS OF THE DATE THE
WARRANT HAS BEEN EXERCISED BY PAYMENT TO THE CORPORATION OF THE EXERCISE PRICE
AND ALL TAXES REQUIRED TO BE PAID BY HOLDER, IF ANY, PURSUANT TO SECTION 4 PRIOR
TO THE ISSUANCE OF SUCH SHARES, HAVE BEEN PAID.
5 Charges, Taxes and Expenses. ISSUANCE OF CERTIFICATES FOR SHARES OF
COMMON STOCK UPON THE EXERCISE OF THIS WARRANT SHALL BE MADE WITHOUT CHARGE TO
THE HOLDER HEREOF FOR ANY ISSUE OR TRANSFER TAX OR OTHER INCIDENTAL EXPENSE IN
RESPECT OF THE ISSUANCE OF SUCH CERTIFICATE, AND SUCH CERTIFICATES SHALL BE
ISSUED IN THE NAME OF THE HOLDER OF THIS WARRANT OR IN SUCH NAME OR NAMES AS MAY
BE DIRECTED BY THE HOLDER OF THIS WARRANT; PROVIDED, HOWEVER, THAT IN THE EVENT
CERTIFICATES FOR SHARES OF COMMON STOCK ARE TO BE ISSUED IN A NAME OTHER THAN
THE NAME OF THE HOLDER OF THIS WARRANT, THIS WARRANT WHEN SURRENDERED FOR
EXERCISE SHALL BE ACCOMPANIED BY THE ASSIGNMENT FORM ATTACHED HERETO DULY
EXECUTED BY THE HOLDER HEREOF; AND THE CORPORATION MAY REQUIRE, AS A CONDITION
THERETO, THE PAYMENT OF A SUM SUFFICIENT TO REIMBURSE IT FOR ANY TRANSFER TAX
INCIDENTAL THERETO.
6 Closing of Books. THE CORPORATION WILL NOT CLOSE ITS SHAREHOLDER
BOOKS OR RECORDS IN ANY MANNER THAT PREVENTS THE TIMELY EXERCISE OF THIS
WARRANT.
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7 Transfer, Division and Combination. (A) THE HOLDER OF THIS WARRANT
(INCLUDING ANY REPLACEMENT WARRANT) ACKNOWLEDGES THAT THIS WARRANT AND ANY
WARRANT SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
UNLESS SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAWS OR ARE BEING SOLD, TRANSFERRED OR ASSIGNED
PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE SECURITIES ACT AND THE HOLDER OF
THIS WARRANT SHALL HAVE DELIVERED AN OPINION OF COUNSEL TO THE CORPORATION
STATING THAT AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS AVAILABLE
(SUCH OPINION AND SUCH COUNSEL TO BE ACCEPTABLE TO THE CORPORATION), EXCEPT FOR
(I) THE EXERCISE OF THIS WARRANT IN ACCORDANCE WITH ITS TERMS, (II) PLEDGES TO
BONA FIDE FINANCIAL INSTITUTIONS TO SECURE THE REPAYMENT OF INDEBTEDNESS AND
(III) IN CASE OF NATURAL PERSONS, TRANSFERS TO IMMEDIATE FAMILY MEMBERS OR A
TRUST OR TRUSTS FOR THE BENEFIT OF SUCH FAMILY MEMBERS FOR ESTATE PLANNING
PURPOSES. THE HOLDER OF THIS WARRANT AND EACH SUCH PERMITTED TRANSFEREE SHALL
(I) BE BOUND BY THE TRANSFER RESTRICTIONS CONTAINED HEREIN, AND (II) EXECUTE,
PRIOR TO ANY TRANSFER, SUCH DOCUMENTS AS THE CORPORATION MAY REASONABLY REQUEST
TO EVIDENCE AND AFFIRM THEIR OBLIGATIONS HEREUNDER. THE WARRANT SHARES SHALL BE
ISSUED WITH A RESTRICTIVE LEGEND SETTING FORTH THE ABOVE RESTRICTIONS ON
TRANSFER.
(b) SUBJECT TO COMPLIANCE WITH SECTION 6(A), TRANSFER OF THIS
WARRANT AND ALL RIGHTS HEREUNDER, IN WHOLE OR IN PART, SHALL BE REGISTERED ON
THE BOOKS OF THE CORPORATION TO BE MAINTAINED FOR SUCH PURPOSE, UPON SURRENDER
OF THIS WARRANT AT THE PRINCIPAL OFFICE OF THE CORPORATION, TOGETHER WITH A
WRITTEN ASSIGNMENT OF THIS WARRANT SUBSTANTIALLY IN THE FORM ATTACHED HERETO
DULY EXECUTED BY HOLDER OR ITS AGENT OR ATTORNEY AND FUNDS SUFFICIENT TO PAY ANY
TRANSFER TAXES PAYABLE UPON THE MAKING OF SUCH TRANSFER. UPON SUCH SURRENDER
AND, IF REQUIRED, SUCH PAYMENT, THE CORPORATION SHALL EXECUTE AND DELIVER A NEW
WARRANT OR WARRANTS IN THE NAME OF THE ASSIGNEE OR ASSIGNEES AND IN THE
DENOMINATION OR DENOMINATIONS SPECIFIED IN SUCH INSTRUMENT OF ASSIGNMENT, AND
SHALL ISSUE TO THE ASSIGNOR A NEW WARRANT EVIDENCING THE PORTION OF THIS WARRANT
NOT SO ASSIGNED, AND THIS WARRANT SHALL PROMPTLY BE CANCELLED. A WARRANT, IF
PROPERLY ASSIGNED, MAY BE EXERCISED BY A NEW HOLDER FOR THE PURCHASE OF SHARES
OF COMMON STOCK WITHOUT HAVING A NEW WARRANT ISSUED.
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(c) THIS WARRANT MAY BE DIVIDED OR COMBINED WITH OTHER WARRANTS UPON
PRESENTATION HEREOF AT THE AFORESAID OFFICE OF THE CORPORATION, TOGETHER WITH A
WRITTEN NOTICE SPECIFYING THE NAMES AND DENOMINATIONS IN WHICH NEW WARRANTS ARE
TO BE ISSUED, SIGNED BY HOLDER OR ITS AGENT OR ATTORNEY. SUBJECT TO COMPLIANCE
WITH SECTION 6(A) AND 6(B), AS TO ANY TRANSFER WHICH MAY BE INVOLVED IN SUCH
DIVISION OR COMBINATION, THE CORPORATION SHALL EXECUTE AND DELIVER A NEW WARRANT
OR WARRANTS IN EXCHANGE FOR THE WARRANT OR WARRANTS TO BE DIVIDED OR COMBINED IN
ACCORDANCE WITH SUCH NOTICE.
(d) THE CORPORATION SHALL PREPARE, ISSUE AND DELIVER AT ITS OWN
EXPENSE (OTHER THAN TRANSFER TAXES) THE NEW WARRANT OR WARRANTS UNDER THIS
SECTION 6.
(e) THE CORPORATION AGREES TO MAINTAIN, AT ITS AFORESAID OFFICE,
BOOKS FOR THE REGISTRATION AND THE REGISTRATION OF TRANSFER OF THE WARRANTS.
8 No Rights as Shareholder until Exercise. THIS WARRANT DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY VOTING RIGHTS OR OTHER RIGHTS AS A SHAREHOLDER
OF THE CORPORATION PRIOR TO THE EXERCISE HEREOF. UPON THE SURRENDER OF THIS
WARRANT AND THE PAYMENT OF THE AGGREGATE EXERCISE PRICE, THE WARRANT SHARES SO
PURCHASED SHALL BE AND BE DEEMED TO BE ISSUED TO SUCH HOLDER AS THE RECORD OWNER
OF SUCH SHARES AS OF THE CLOSE OF BUSINESS ON THE LATER OF THE DATE OF SUCH
SURRENDER OR PAYMENT.
9 Loss, Theft, Destruction or Mutilation of Warrant. THE CORPORATION
COVENANTS THAT UPON RECEIPT BY THE CORPORATION OF EVIDENCE REASONABLY
SATISFACTORY TO IT OF THE LOSS, THEFT, DESTRUCTION OR MUTILATION OF THIS WARRANT
CERTIFICATE OR ANY STOCK CERTIFICATE RELATING TO THE WARRANT SHARES, AND IN CASE
OF LOSS, THEFT OR DESTRUCTION, OF INDEMNITY OR SECURITY REASONABLY SATISFACTORY
TO IT (WHICH SHALL NOT INCLUDE THE POSTING OF ANY BOND), AND UPON SURRENDER AND
CANCELLATION OF SUCH WARRANT OR STOCK CERTIFICATE, IF MUTILATED, THE CORPORATION
WILL MAKE AND DELIVER A NEW WARRANT OR STOCK CERTIFICATE OF LIKE TENOR AND DATED
AS OF SUCH CANCELLATION, IN LIEU OF SUCH WARRANT OR STOCK CERTIFICATE.
10 Saturdays, Sundays, Holidays, etc. IF THE LAST OR APPOINTED DAY FOR
THE TAKING OF ANY ACTION OR THE EXPIRATION OF ANY RIGHT REQUIRED OR GRANTED
HEREIN SHALL BE A SATURDAY, SUNDAY OR A LEGAL HOLIDAY, THEN SUCH ACTION MAY BE
TAKEN OR SUCH RIGHT MAY BE EXERCISED ON THE NEXT SUCCEEDING DAY NOT A SATURDAY,
SUNDAY OR LEGAL HOLIDAY.
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11 Adjustments of Exercise Price and Number of Warrant Shares.
11.1 Stock Splits, etc. THE NUMBER AND KIND OF SECURITIES PURCHASABLE UPON THE
EXERCISE OF THIS WARRANT AND THE EXERCISE PRICE SHALL BE SUBJECT TO ADJUSTMENT
FROM TIME TO TIME UPON THE HAPPENING OF ANY OF THE FOLLOWING. IN CASE THE
CORPORATION SHALL: (I) PAY A DIVIDEND IN SHARES OF COMMON STOCK OR MAKE A
DISTRIBUTION IN SHARES OF COMMON STOCK TO HOLDERS OF ITS OUTSTANDING COMMON
STOCK, (II) SUBDIVIDE ITS OUTSTANDING SHARES OF COMMON STOCK INTO A GREATER
NUMBER OF SHARES OF COMMON STOCK, (III) COMBINE ITS OUTSTANDING SHARES OF COMMON
STOCK INTO A SMALLER NUMBER OF SHARES OF COMMON STOCK, OR (IV) ISSUE ANY SHARES
OF ITS CAPITAL STOCK IN A RECLASSIFICATION OF THE COMMON STOCK, THEN THE NUMBER
OF WARRANT SHARES PURCHASABLE UPON EXERCISE OF THIS WARRANT IMMEDIATELY PRIOR
THERETO SHALL BE ADJUSTED SO THAT THE HOLDER OF THIS WARRANT SHALL BE ENTITLED
TO RECEIVE THE KIND AND NUMBER OF WARRANT SHARES OR OTHER SECURITIES OF THE
CORPORATION WHICH HE WOULD HAVE OWNED OR HAVE BEEN ENTITLED TO RECEIVE HAD SUCH
WARRANT BEEN EXERCISED IN ADVANCE THEREOF. UPON EACH SUCH ADJUSTMENT OF THE KIND
AND NUMBER OF WARRANT SHARES OR OTHER SECURITIES OF THE CORPORATION WHICH ARE
PURCHASABLE HEREUNDER, THE HOLDER OF THIS WARRANT SHALL THEREAFTER BE ENTITLED
TO PURCHASE THE NUMBER OF WARRANT SHARES OR OTHER SECURITIES RESULTING FROM SUCH
ADJUSTMENT AT AN EXERCISE PRICE PER WARRANT SHARE OR OTHER SECURITY OBTAINED BY
MULTIPLYING THE EXERCISE PRICE IN EFFECT IMMEDIATELY PRIOR TO SUCH ADJUSTMENT BY
THE NUMBER OF WARRANT SHARES PURCHASABLE PURSUANT HERETO IMMEDIATELY PRIOR TO
SUCH ADJUSTMENT AND DIVIDING BY THE NUMBER OF WARRANT SHARES OR OTHER SECURITIES
OF THE CORPORATION RESULTING FROM SUCH ADJUSTMENT. AN ADJUSTMENT MADE PURSUANT
TO THIS PARAGRAPH SHALL BECOME EFFECTIVE IMMEDIATELY AFTER THE EFFECTIVE DATE OF
SUCH EVENT RETROACTIVE TO THE RECORD DATE, IF ANY, FOR SUCH EVENT.
11.2 Reorganization, Reclassification, Merger, Consolidation or Disposition of
Assets. IN CASE THE CORPORATION SHALL REORGANIZE ITS CAPITAL, RECLASSIFY ITS
CAPITAL STOCK, CONSOLIDATE OR MERGE WITH OR INTO ANOTHER CORPORATION (WHERE THE
CORPORATION IS NOT THE SURVIVING CORPORATION OR WHERE THERE IS A CHANGE IN OR
DISTRIBUTION WITH RESPECT TO THE COMMON STOCK OF THE CORPORATION), OR SELL,
TRANSFER OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL ITS PROPERTY, ASSETS
OR BUSINESS TO ANOTHER CORPORATION AND, PURSUANT TO THE TERMS OF SUCH
REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION OF
ASSETS, SHARES OF COMMON STOCK OF THE SUCCESSOR OR ACQUIRING CORPORATION, OR ANY
CASH, SHARES OF STOCK OR OTHER SECURITIES OR PROPERTY OF ANY NATURE WHATSOEVER
(INCLUDING WARRANTS OR OTHER SUBSCRIPTION OR PURCHASE RIGHTS) IN ADDITION TO OR
IN LIEU OF COMMON STOCK OF THE SUCCESSOR OR ACQUIRING CORPORATION ("OTHER
PROPERTY"), ARE TO BE RECEIVED BY OR DISTRIBUTED TO THE HOLDERS OF COMMON STOCK
OF THE CORPORATION, THEN HOLDER SHALL HAVE THE RIGHT THEREAFTER TO RECEIVE, UPON
EXERCISE OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK OF THE SUCCESSOR
OR ACQUIRING CORPORATION OR OF THE CORPORATION, IF IT IS THE SURVIVING
CORPORATION, AND OTHER PROPERTY RECEIVABLE UPON OR AS A RESULT OF SUCH
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REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS
BY A HOLDER OF THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT IS
EXERCISABLE IMMEDIATELY PRIOR TO SUCH EVENT. IN CASE OF ANY SUCH REORGANIZATION,
RECLASSIFICATION, MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS, THE SUCCESSOR
OR ACQUIRING CORPORATION (IF OTHER THAN THE CORPORATION) SHALL EXPRESSLY ASSUME
THE DUE AND PUNCTUAL OBSERVANCE AND PERFORMANCE OF EACH AND EVERY COVENANT AND
CONDITION OF THIS WARRANT TO BE PERFORMED AND OBSERVED BY THE CORPORATION AND
ALL THE OBLIGATIONS AND LIABILITIES HEREUNDER, SUBJECT TO SUCH MODIFICATIONS AS
MAY BE DEEMED APPROPRIATE (AS DETERMINED IN GOOD FAITH BY RESOLUTION OF THE
BOARD OF DIRECTORS OF THE CORPORATION) IN ORDER TO PROVIDE FOR ADJUSTMENTS OF
SHARES OF COMMON STOCK FOR WHICH THIS WARRANT IS EXERCISABLE WHICH SHALL BE AS
NEARLY EQUIVALENT AS PRACTICABLE TO THE ADJUSTMENTS PROVIDED FOR IN THIS SECTION
10. FOR PURPOSES OF THIS SECTION 10, "COMMON STOCK OF THE SUCCESSOR OR ACQUIRING
CORPORATION" SHALL INCLUDE STOCK OF SUCH CORPORATION OF ANY CLASS WHICH IS NOT
PREFERRED AS TO DIVIDENDS OR ASSETS OVER ANY OTHER CLASS OF STOCK OF SUCH
CORPORATION AND WHICH IS NOT SUBJECT TO REDEMPTION AND SHALL ALSO INCLUDE ANY
EVIDENCES OF INDEBTEDNESS, SHARES OF STOCK OR OTHER SECURITIES WHICH ARE
CONVERTIBLE INTO OR EXCHANGEABLE FOR ANY SUCH STOCK, EITHER IMMEDIATELY OR UPON
THE ARRIVAL OF A SPECIFIED DATE OR THE HAPPENING OF A SPECIFIED EVENT AND ANY
WARRANTS OR OTHER RIGHTS TO SUBSCRIBE FOR OR PURCHASE ANY SUCH STOCK. THE
FOREGOING PROVISIONS OF THIS SECTION 10 SHALL SIMILARLY APPLY TO SUCCESSIVE
REORGANIZATIONS, RECLASSIFICATIONS, MERGERS, CONSOLIDATIONS OR DISPOSITION OF
ASSETS.
12 Notice of Adjustment. WHENEVER THE NUMBER OF WARRANT SHARES OR
NUMBER OR KIND OF SECURITIES OR OTHER PROPERTY PURCHASABLE UPON THE EXERCISE OF
THIS WARRANT OR THE EXERCISE PRICE IS ADJUSTED, AS HEREIN PROVIDED, THE
CORPORATION SHALL PROMPTLY MAIL BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE HOLDER OF THIS WARRANT NOTICE OF SUCH ADJUSTMENT OR
ADJUSTMENTS SETTING FORTH THE NUMBER OF WARRANT SHARES (AND OTHER SECURITIES OR
PROPERTY) PURCHASABLE UPON THE EXERCISE OF THIS WARRANT AND THE EXERCISE PRICE
OF SUCH WARRANT SHARES (AND OTHER SECURITIES OR PROPERTY) AFTER SUCH ADJUSTMENT,
SETTING FORTH A BRIEF STATEMENT OF THE FACTS REQUIRING SUCH ADJUSTMENT AND
SETTING FORTH THE COMPUTATION BY WHICH SUCH ADJUSTMENT WAS MADE. SUCH NOTICE, IN
THE ABSENCE OF MANIFEST ERROR, SHALL BE CONCLUSIVE EVIDENCE OF THE CORRECTNESS
OF SUCH ADJUSTMENT.
13 Notice of Corporate Action. IF AT ANY TIME:
13.1 THE CORPORATION SHALL TAKE A RECORD OF THE HOLDERS OF ITS COMMON STOCK FOR
THE PURPOSE OF ENTITLING THEM TO RECEIVE A DIVIDEND OR OTHER DISTRIBUTION, OR
ANY RIGHT TO SUBSCRIBE FOR OR PURCHASE ANY EVIDENCES OF ITS INDEBTEDNESS, ANY
SHARES OF STOCK OF ANY CLASS OR ANY OTHER SECURITIES OR PROPERTY, OR TO RECEIVE
ANY OTHER RIGHT, OR
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13.2 THERE SHALL BE ANY CAPITAL REORGANIZATION OF THE CORPORATION, ANY
RECLASSIFICATION OR RECAPITALIZATION OF THE CAPITAL STOCK OF THE CORPORATION OR
ANY CONSOLIDATION OR MERGER OF THE CORPORATION WITH, OR ANY SALE, TRANSFER OR
OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE PROPERTY, ASSETS OR BUSINESS
OF THE CORPORATION TO, ANOTHER CORPORATION OR,
13.3 THERE SHALL BE A VOLUNTARY OR INVOLUNTARY DISSOLUTION, LIQUIDATION OR
WINDING UP OF THE CORPORATION; then, in any one or more of such cases, the
Corporation shall give to Holder (i) at least three (3) days' prior written
notice of the date on which a record date shall be selected for such dividend,
distribution or right or for determining rights to vote in respect of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least three (3) days'
prior written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right, the date on which the holders of Common Stock shall be entitled to any
such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Corporation and delivered in accordance with
Section 14(d).
14 Authorized Shares.
14.1.1.A THE CORPORATION COVENANTS THAT DURING THE PERIOD THE WARRANT IS
OUTSTANDING, IT WILL RESERVE FROM ITS AUTHORIZED AND UNISSUED COMMON STOCK A
SUFFICIENT NUMBER OF SHARES TO PROVIDE FOR THE ISSUANCE OF THE WARRANT SHARES
UPON THE EXERCISE OF ANY PURCHASE RIGHTS UNDER THIS WARRANT. THE CORPORATION
FURTHER COVENANTS THAT ITS ISSUANCE OF THIS WARRANT SHALL CONSTITUTE FULL
AUTHORITY TO ITS OFFICERS WHO ARE CHARGED WITH THE DUTY OF EXECUTING STOCK
CERTIFICATES TO EXECUTE AND ISSUE THE NECESSARY CERTIFICATES FOR THE WARRANT
SHARES UPON THE EXERCISE OF THE PURCHASE RIGHTS UNDER THIS WARRANT. THE
CORPORATION WILL TAKE ALL SUCH REASONABLE ACTION AS MAY BE NECESSARY TO ASSURE
THAT SUCH WARRANT SHARES MAY BE ISSUED AS PROVIDED HEREIN WITHOUT VIOLATION OF
ANY APPLICABLE LAW OR REGULATION, OR OF ANY REQUIREMENTS OF THE PRINCIPAL MARKET
UPON WHICH THE COMMON STOCK MAY BE LISTED.
14.1.1.B THE CORPORATION SHALL NOT BY ANY ACTION, INCLUDING, WITHOUT LIMITATION,
AMENDING ITS CERTIFICATE OF INCORPORATION OR THROUGH ANY REORGANIZATION,
TRANSFER OF ASSETS, CONSOLIDATION, MERGER, DISSOLUTION, ISSUE OR SALE OF
SECURITIES OR ANY OTHER VOLUNTARY ACTION, AVOID OR SEEK TO AVOID THE OBSERVANCE
OR PERFORMANCE OF ANY OF THE TERMS OF THIS WARRANT, BUT WILL AT ALL TIMES IN
GOOD FAITH ASSIST IN THE CARRYING OUT OF ALL SUCH TERMS AND IN THE TAKING OF ALL
SUCH ACTIONS AS MAY BE NECESSARY OR APPROPRIATE TO PROTECT THE RIGHTS OF HOLDER
AGAINST IMPAIRMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
CORPORATION WILL (I) NOT INCREASE THE PAR VALUE OF ANY SHARES OF COMMON STOCK
RECEIVABLE UPON THE EXERCISE OF THIS WARRANT ABOVE THE AMOUNT PAYABLE THEREFOR
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UPON SUCH EXERCISE IMMEDIATELY PRIOR TO SUCH INCREASE IN PAR VALUE, (II) TAKE
ALL SUCH ACTION AS MAY BE NECESSARY OR APPROPRIATE IN ORDER THAT THE CORPORATION
MAY VALIDLY AND LEGALLY ISSUE FULLY PAID AND NONASSESSABLE SHARES OF COMMON
STOCK UPON THE EXERCISE OF THIS WARRANT, AND (III) USE ITS BEST EFFORTS TO
OBTAIN ALL SUCH AUTHORIZATIONS, EXEMPTIONS OR CONSENTS FROM ANY PUBLIC
REGULATORY BODY HAVING JURISDICTION THEREOF AS MAY BE NECESSARY TO ENABLE THE
CORPORATION TO PERFORM ITS OBLIGATIONS UNDER THIS WARRANT.
14.1.1.C UPON THE REQUEST OF HOLDER, THE CORPORATION WILL AT ANY TIME DURING THE
PERIOD THIS WARRANT IS OUTSTANDING ACKNOWLEDGE IN WRITING, IN FORM REASONABLY
SATISFACTORY TO HOLDER, THE CONTINUING VALIDITY OF THIS WARRANT AND THE
OBLIGATIONS OF THE CORPORATION HEREUNDER.
14.1.1.D BEFORE TAKING ANY ACTION WHICH WOULD CAUSE AN ADJUSTMENT REDUCING THE
CURRENT EXERCISE PRICE BELOW THE THEN PAR VALUE, IF ANY, OF THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS, THE CORPORATION SHALL TAKE ANY
CORPORATE ACTION WHICH MAY BE NECESSARY IN ORDER THAT THE CORPORATION MAY
VALIDLY AND LEGALLY ISSUE FULLY PAID AND NON-ASSESSABLE SHARES OF SUCH COMMON
STOCK AT SUCH ADJUSTED EXERCISE PRICE.
14.1.1.E BEFORE TAKING ANY ACTION WHICH WOULD RESULT IN AN ADJUSTMENT IN THE
NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT IS EXERCISABLE OR IN THE
EXERCISE PRICE, THE CORPORATION SHALL OBTAIN ALL SUCH AUTHORIZATIONS OR
EXEMPTIONS THEREOF, OR CONSENTS THERETO, AS MAY BE NECESSARY FROM ANY PUBLIC
REGULATORY BODY OR BODIES HAVING JURISDICTION THEREOF.
15 Miscellaneous.
15.1 Jurisdiction. THIS WARRANT SHALL BE BINDING UPON ANY SUCCESSORS OR ASSIGNS
OF THE CORPORATION. THIS WARRANT SHALL CONSTITUTE A CONTRACT UNDER THE LAWS OF
THE STATE OF FLORIDA WITHOUT REGARD TO ITS CONFLICT OF LAW, PRINCIPLES OR RULES.
JURISDICTION SHALL BE IN PALM BEACH COUNTY, FLORIDA.
15.2 Restrictions. THE HOLDER HEREOF ACKNOWLEDGES THAT THE WARRANT SHARES
ACQUIRED UPON THE EXERCISE OF THIS WARRANT, IF NOT REGISTERED, WILL HAVE
RESTRICTIONS UPON RESALE IMPOSED BY STATE AND FEDERAL SECURITIES LAWS.
15.3 Non-waiver and Expenses. NO COURSE OF DEALING OR ANY DELAY OR FAILURE TO
EXERCISE ANY RIGHT HEREUNDER ON THE PART OF HOLDER SHALL OPERATE AS A WAIVER OF
SUCH RIGHT OR OTHERWISE PREJUDICE HOLDER'S RIGHTS, POWERS OR REMEDIES,
NOTWITHSTANDING ALL RIGHTS HEREUNDER TERMINATE ON THE TERMINATION DATE. IF THE
CORPORATION FAILS TO COMPLY WITH ANY PROVISION OF THIS WARRANT, THE CORPORATION
SHALL PAY TO HOLDER SUCH AMOUNTS AS SHALL BE SUFFICIENT TO COVER ANY COSTS AND
EXPENSES INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, INCLUDING
THOSE OF APPELLATE PROCEEDINGS, INCURRED BY HOLDER IN COLLECTING ANY AMOUNTS DUE
PURSUANT HERETO OR IN OTHERWISE ENFORCING ANY OF ITS RIGHTS, POWERS OR REMEDIES
HEREUNDER.
15.4 Notices. ANY NOTICE, REQUEST OR OTHER DOCUMENT REQUIRED OR PERMITTED TO BE
GIVEN OR DELIVERED TO THE HOLDER HEREOF BY THE CORPORATION SHALL BE DELIVERED IN
ACCORDANCE WITH THE NOTICE PROVISIONS OF THE SUBSCRIPTION AGREEMENT PURSUANT TO
WHICH THIS WARRANT WAS ISSUED.
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15.5 Limitation of Liability. NO PROVISION HEREOF, IN THE ABSENCE OF AFFIRMATIVE
ACTION BY HOLDER TO PURCHASE SHARES OF COMMON STOCK, AND NO ENUMERATION HEREIN
OF THE RIGHTS OR PRIVILEGES OF HOLDER HEREOF, SHALL GIVE RISE TO ANY LIABILITY
OF HOLDER FOR THE PURCHASE PRICE OF ANY COMMON STOCK OR AS A STOCKHOLDER OF THE
CORPORATION, WHETHER SUCH LIABILITY IS ASSERTED BY THE CORPORATION OR BY
CREDITORS OF THE CORPORATION.
15.6 Remedies. HOLDER, IN ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS
GRANTED BY LAW, INCLUDING RECOVERY OF DAMAGES, WILL BE ENTITLED TO SPECIFIC
PERFORMANCE OF ITS RIGHTS UNDER THIS WARRANT. THE CORPORATION AGREES THAT
MONETARY DAMAGES WOULD NOT BE ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY
REASON OF A BREACH BY IT OF THE PROVISIONS OF THIS WARRANT AND HEREBY AGREES TO
WAIVE THE DEFENSE IN ANY ACTION FOR SPECIFIC PERFORMANCE THAT A REMEDY AT LAW
WOULD BE ADEQUATE.
15.7 Successors and Assigns. SUBJECT TO APPLICABLE SECURITIES
LAWS, THIS WARRANT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY SHALL INURE
TO THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS OF THE CORPORATION AND THE
SUCCESSORS AND PERMITTED ASSIGNS OF HOLDER. THE PROVISIONS OF THIS WARRANT ARE
INTENDED TO BE FOR THE BENEFIT OF ALL HOLDERS FROM TIME TO TIME OF THIS WARRANT
AND SHALL BE ENFORCEABLE BY ANY SUCH HOLDER OR HOLDER OF WARRANT SHARES.
15.8 Amendment. THIS WARRANT MAY BE MODIFIED OR AMENDED OR THE PROVISIONS HEREOF
WAIVED WITH THE WRITTEN CONSENT OF THE CORPORATION AND THE HOLDER.
15.9 Severability. WHEREVER POSSIBLE, EACH PROVISION OF THIS WARRANT SHALL BE
INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT IF ANY PROVISION OF THIS WARRANT SHALL BE PROHIBITED BY OR INVALID UNDER
APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH
PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISIONS
OR THE REMAINING PROVISIONS OF THIS WARRANT.
15.10 Headings. THE HEADINGS USED IN THIS WARRANT ARE FOR THE CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT, FOR ANY PURPOSE, BE DEEMED A PART OF THIS WARRANT.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to
be executed by its officer thereunto duly authorized.
Dated this _____ day of _____________, 2006
MEDICAL CONNECTIONS HOLDINGS, INC.
By:
------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: President
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NOTICE OF EXERCISE
To: Medical Connections Holdings, Inc.
15.10.1 THE UNDERSIGNED HEREBY ELECTS TO PURCHASE ________ SHARES OF COMMON
STOCK (THE "COMMON STOCK"), OF MEDICAL CONNECTIONS HOLDINGS, INC. PURSUANT TO
THE TERMS OF THE ATTACHED WARRANT, AND TENDERS HEREWITH PAYMENT OF THE EXERCISE
PRICE IN FULL, TOGETHER WITH ALL APPLICABLE TRANSFER TAXES, IF ANY.
15.10.2 PLEASE ISSUE A CERTIFICATE OR CERTIFICATES REPRESENTING SAID SHARES OF
COMMON STOCK IN THE NAME OF THE UNDERSIGNED OR IN SUCH OTHER NAME AS IS
SPECIFIED BELOW:
___________________________________________________________
(Name)
___________________________________________________________
(Address)
___________________________________________________________
___________________________________________________________
Social Security or Tax Identification Number
Dated: _________________________
_________________________________________
Signature
_________________________________________
Print Name
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ASSIGNMENT FORM
(To assign the foregoing warrant, execute this form and supply required
information. Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to _________________________________________________
whose address is _______________________________________________________________
________________________________________________________________________________
Dated: ________________________
Holder's Signature: _________________________________
Holder's Address: _________________________________
_____________________________________________________
Signature Guaranteed:
NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.
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