THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SALE, TRANSFER,
PLEDGE OR OTHER DISPOSITION THEREOF MAY BE MADE ONLY (I) IN A REGISTRATION UNDER
SAID ACT OR (II) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT IS AVAILABLE
AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL TO THAT EFFECT REASONABLY
SATISFACTORY TO IT.
ACCUIMAGE DIAGNOSTICS CORP.
COMMON STOCK PURCHASE WARRANT
This Warrant Expires March, 2005
Warrant No. 00- Shares:_______
THIS CERTIFIES that, subject to the terms and conditions herein set forth,
________________ (the "Holder") is entitled to purchase from ACCUIMAGE
DIAGNOSTICS CORP., a Nevada corporation (the "Company"), at any time or from
time to time during the Exercise Period (as hereinafter defined) the number of
shares of fully paid and non--assessable shares of Common Stock of the Company
(the "Shares") as provided herein upon surrender hereof at the principal office
of the Company, and, at the election of the holder hereof, upon payment of the
purchase price at said office in cash or by xxxxxxx's check or by the wire
transfer of funds in a dollar amount equal to the purchase price of the Shares
for which the consideration is being given.
1. Purchase Price. Subject to adjustment as hereinafter provided, the
purchase price of one share of -------------- Common Stock (or such securities
as may be substituted for one share of Common Stock pursuant to the provisions
hereinafter set forth) (the "Warrant Price") shall be One Dollar and Fifty Cents
($1.50).
2. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities issuable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:
(a) Adjustment for Dividends in Stock. In case at any time or from
time to time on or after the Closing Date of the Company's unit offering as set
forth in the Supplemental Term Sheet dated March 21, 2000 relating to the
Company's offering of 1,283,334 of its Units (the "Unit Offering"), the holders
of the Common Stock of the Company (or any shares of stock or other securities
at the time receivable upon the exercise of this Warrant) shall have received,
or, on or after the record date fixed for the determination of eligible
stockholders, shall have become entitled to receive, without payment therefor,
other or additional stock of the Company by way of dividend (other than as
provided for in Paragraph 2(b) below), then and in each such case, the holder of
this Warrant shall, upon the exercise hereof, be entitled to receive, in
addition to the number of shares of Common Stock receivable thereupon, and
without payment of any additional consideration therefor, the amount of such
other or additional stock of the Company which such holder would hold on the
date of such exercise had it been the holder of record of such Common Stock on
the date hereof and had thereafter, during the period from the date hereof to
and including the date of such exercise, retained such shares and/or all other
additional stock receivable by it as aforesaid during such period, given effect
to all adjustments called for during such period by this Paragraph 2.
(b) Adjustment for Changes in Common Stock. In the event of changes in
the outstanding Common Stock of the Company by reason of split-ups,
recapitalizations, reclassifications, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations, liquidations, or the like,
occurring after the Closing Date of the Unit Offering, the number and class of
shares available under the Warrant in the aggregate and the Warrant Price shall
be correspondingly adjusted by the Board of Directors of the Company. The
adjustment shall be such as will give the holder of the Warrant on exercise for
the same aggregate Warrant Price the total number, class, and kind of shares as
he would have owned had the Warrant been exercised prior to the event and had he
continued to hold such shares until after the event requiring adjustment.
3. No Fractional Shares. No fractional shares of Common Stock will be
issued in connection with any subscription hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to
the product of such fraction multiplied by the fair market value of one share of
Common Stock on the date of exercise, as determined by the fair market value of
one share of the Company's Common Stock on the date of exercise as determined in
good faith by the Company's Board of Directors.
4. No Stockholder Rights. This Warrant shall not entitle its holder to any
of the rights of a stockholder of the Company prior to exercise thereof.
5. Redemption. The Company shall have the right, upon the giving of at
least 30 days' prior written notice to the holders of all the Warrants, to
redeem all of the Warrants at a price of $0.01 per Warrant (the "Redemption
Price") commencing one year from the Closing Date of the Unit Offering, provided
that the average closing bid price per share of the Common Stock, for 20
consecutive trading days, ending not more than 15 calendar days prior to the
date of the redemption notice, equals or exceeds at least 200% of the then
effective exercise price of the Warrants. All Warrants issued in the Unit
Offering must be redeemed if any are to be redeemed.
Such notices of redemption shall (a) designate the date of redemption which
date shall not be less than 30 or more than 60 days from the date of such
notice, (b) state the Redemption Price and that payment therefor will be made
upon surrender of the Warrant at the offices of the Company and (c) indicate
that the right to exercise the Warrant will terminate at the close of business
on the business day prior to the redemption date. If the giving of notice of
redemption shall be given as aforesaid, the right to exercise the Warrant will
terminate at the close of business on the business day prior to the redemption
date, and the holder of this Warrant shall thereafter be entitled upon surrender
of this Warrant only to receive the Redemption Price without interest.
6. Reservation of Stock. The Company covenants that during the period this
Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant. The Company agrees 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 shares of Common Stock upon the exercise of this
Warrant.
7. Exercise of Warrant. This Warrant may be exercised by the registered
holder or its registered assigns, in whole or in part and in minimum units of
10,000 shares, by the surrender of this Warrant at the principal office of the
Company, together with the form of subscription hereof duly executed,
accompanied by payment in full of the amount of the Warrant Price in the form
described in this Warrant. Upon partial exercise hereof, a new warrant or
warrants containing the same date and provisions as this Warrant shall be issued
by the Company to the registered holder for the number of shares of Common Stock
with respect to which this Warrant shall not have been exercised. A Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the holder of such shares of
record as of the close of business on such date. As promptly as practicable on
or after such date, the Company shall issue and deliver to the person or persons
entitled to receive the same, a certificate or certificates for the number of
full shares of Common Stock issuable upon such exercise, together with cash in
lieu of any fraction of a share as provided above.
8. Certificate of Adjustment. Whenever the Warrant Price is adjusted as
herein provided, the Company shall promptly deliver to the record holder of this
Warrant a certificate of an officer of the Company setting forth the relevant
Warrant Price or number of shares after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.
9. Compliance With Securities Act. The holder of this Warrant, by
acceptance hereof, agrees that this Warrant and the shares of Common Stock to be
issued upon exercise hereof (or shares of any security into which such Common
Stock may be converted) are being acquired for investment and that the holder
will not offer, sell, or otherwise dispose of this Warrant and any shares of
Common Stock to be issued upon exercise hereof (or shares of any security into
which such Common Stock may be converted) except under circumstances which will
not result in a violation of the Securities Act of 1933, as amended (the
"Securities Act"). Upon exercise of this Warrant, the holder hereof shall, if
requested by the Company, confirm in writing its investment purpose and
acceptance of the restrictions on transfer of the shares of Common Stock.
10. Subdivision of Warrant. At the request of the holder of this Warrant in
connection with a transfer or exercise of a portion of the Warrant, upon
surrender of such Warrant for such purpose to the Company, the Company at its
expense (except for any transfer tax payable) will issue and exchange therefor
warrants of like tenor and date representing in the aggregate the right to
purchase such number of shares of such Common Stock as shall be designated by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide securities under this section shall be subject to and
conditioned upon the compliance of any such subdivision with applicable state
securities laws and with the Securities Act.
11. Loss, Theft, Destruction, or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and in case of loss, theft, or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dates as of such cancellation,
in lieu of this Warrant.
12. Miscellaneous. This Warrant shall be governed by the laws of the State
of California. The headings in this Warrant are for purposes of convenience and
reference only, and shall not be deemed to constitute a part hereof. Neither
this Warrant nor any term hereof may be changed, waived, discharged, or
terminated orally but only by an instrument in writing signed by the Company and
the registered holder hereof. All notices and other communications from the
Company to the holder of this Warrant shall be by telecopy or expedited courier
service to the address furnished to the Company in writing by the last holder of
this Warrant who shall have furnished an address to the Company in writing.
13. Exercise Period. The Exercise Period shall mean the period commencing
on the date hereof and ending on March __, 2005.
ISSUED this ___day of March, 2000.
ACCUIMAGE DIAGNOSTICS CORP.
By:
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Xxxxxx Xxxxxx, Chief Executive Officer
ATTEST:
---------------------------------
FORM OF ASSIGNMENT
ACCUIMAGE DIAGNOSTICS CORP.
FOR VALUE RECEIVED the undersigned registered owner of this warrant hereby
sells, assigns, and transfers unto the Assignee named below all of the rights of
the undersigned under the within Warrant, with respect to the number of shares
of Common Stock set forth below.
Name of Assignee Address Number of Shares
and does hereby irrevocably constitute and appoint
________________________________ Attorney to make such transfer on the books of
ACCUIMAGE DIAGNOSTICS CORP. maintained for the purpose, with full power of
substitution in the premises.
Dated:
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Name of Warrant Holder
Signature:
-------------------------------
Witness:
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SUBSCRIPTION FORM
ACCUIMAGE DIAGNOSTICS CORP.
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises this
Warrant for and purchases ________________ of the number of shares of Common
Stock of ACCUIMAGE DIAGNOSTICS CORP. purchasable with this Warrant, and herewith
makes payment therefor, all at the price and on the terms and conditions
specified in this Warrant.
Dated:
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(Signature of Registered Owner)
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(Street Address)
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(City) (State) (Zip Code)
