FORM OF COMMON STOCK PURCHASE WARRANT To Purchase 100,000 Shares of Common Stock of Compumed, Inc.
Exhibit
4.4
NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE COMPANY TO SUCH
EFFECT.
FORM
OF COMMON STOCK PURCHASE WARRANT
To
Purchase 100,000 Shares of Common Stock of
Compumed,
Inc.
THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”)
certifies that, for value received, Synthetica (America) Ltd., a California
Corporation, (the “Holder”),
is
entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time up to the close of business
on
June 30, 2008 (the “Termination
Date”)
to
subscribe for and purchase from Compumed, Inc., a Delaware corporation (the
“Company”),
up to
100,000 shares (the “Warrant
Shares”)
of
Common Stock, par value $0.001 per share, of the Company (the “Common
Stock”).
The
purchase price of one share of Common Stock under this Warrant shall be equal
to
the Exercise Price
Section
1. Exercise.
a) Exercise
of Warrant.
Exercise of the purchase rights represented by this Warrant may be made,
in
whole or in part, at any time or times on or before the Termination Date
by
delivery to the Company of a duly executed facsimile copy of the Notice of
Exercise Form annexed hereto (or such other office or agency of the Company
as
it may designate by notice in writing to the registered Holder at the address
of
such Holder appearing on the books of the Company); provided,
however,
the
Holder shall have surrendered this Warrant to the Company and the Company
shall
have received payment of the aggregate Exercise Price of the shares thereby
purchased by wire transfer or cashier’s check drawn on a United States bank.
b) Exercise
Price.
The
exercise price of the Common Stock under this Warrant shall be $0.65 (the
“Exercise
Price”).
The
Company may, in its sole discretion, lower the exercise price temporarily
or
permanently.
c) Limitation
on Exercise.
This
warrant may not be exercised until both of the following Milestones have
been
achieved as determined by the reasonable judgment of the Company:
i. The
Company achieves $4.8 million in revenues in the fiscal year ending September
30, 2007 from its existing businesses. Revenues from acquisitions that occur
after June 30, 2006 will be excluded from the $4.8 million. The Company will
determine its revenues at the same time it files its annual report on Form
10-KSB for the fiscal year ending September 30, 2007 with the Securities
and
Exchange Commission.
ii. The
Company completes the acquisition of a business with annual revenues exceeding
$2 million per year prior to October 31, 2006. The Company, in its sole
discretion, will consider this milestone met if it completes an
acquisition with a minimum of $2 million of assets that meets the strategic
goals of the Company prior to December 31, 2006.
d) Mechanics
of Exercise.
i. Delivery
of Certificates Upon Exercise.
Certificates for shares purchased hereunder shall be transmitted by the transfer
agent of the Company to the Holder by physical delivery to the address specified
by the Holder in the Notice of Exercise within 3 Trading Days from the delivery
to the Company of the Notice of Exercise Form, surrender of this Warrant
and
payment of the aggregate Exercise Price as set forth above (“Warrant
Share Delivery Date”).
This
Warrant shall be deemed to have been exercised on the date the Exercise Price
is
received by the Company. The Warrant Shares 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 Company of the Exercise
Price and all taxes required to be paid by the Holder, if any, prior to the
issuance of such shares, have been paid.
ii. Delivery
of New Warrants Upon Exercise.
If this
Warrant shall have been exercised in part, the Company shall, at the time
of
delivery of the certificate or certificates representing Warrant Shares,
deliver
to Holder a new Warrant evidencing the rights of Holder to purchase the
unpurchased Warrant Shares called for by this Warrant, which new Warrant
shall
in all other respects be identical with this Warrant.
iii. No
Fractional Shares or Scrip.
No
fractional shares or scrip representing fractional shares shall be issued
upon
the exercise of this Warrant. As to any fraction of a share which ▇▇▇▇▇▇
would
otherwise be entitled to purchase upon such exercise, the Company shall,
in its
sole discretion, either (i) pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the Exercise Price,
or (ii) round up the fractional share to one whole share.
iv. Charges,
Taxes and Expenses.
Issuance of certificates for Warrant Shares shall be made without charge
to the
Holder for any issue or transfer tax or other incidental expense in respect
of
the issuance of such certificate, all of which reasonable and usual taxes
and
expenses shall be paid by the Company, and such certificates shall be issued
in
the name of the Holder.
v. Closing
of Books.
The
Company will not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant, pursuant to the terms
hereof.
d) Voluntary
Adjustment By Company.
The
Company may at any time during the term of this Warrant reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate
by
the Board of Directors of the Company.
Section
2. Transfer
of Warrant.
a) Transferability.
This
warrant is not transferable.
b)
Warrant
Register.
The
Company shall register this Warrant, upon records to be maintained by the
Company for that purpose (the “Warrant
Register”),
in
the name of the record Holder hereof from time to time. The Company may deem
and
treat the registered Holder of this Warrant as the absolute owner hereof
for the
purpose of any exercise hereof or any distribution to the Holder, and for
all
other purposes, absent actual written notice to the contrary.
Section
3.
Certain Adjustments.
a)
Stock
Dividends and Splits.
If the
Company, at any time while this Warrant is outstanding: (A) subdivides
outstanding shares of Common Stock into a larger number of shares, (B) combines
(including by way of reverse stock split) outstanding shares of Common Stock
into a smaller number of shares, or (C) issues by reclassification of shares
of
the Common Stock any shares of capital stock of the Company, then in each
case
the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding treasury shares,
if
any) outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after
such
event and the number of shares issuable upon exercise of this Warrant shall
be
proportionately adjusted. The exercise price of the warrant shall also be
adjusted to reflect any transaction described in this section.
Section
4. Miscellaneous.
a) No
Registration.
The
Company has not granted any registration rights to the Holder. The Holder
acknowledges that it will receive unregistered shares of Common Stock upon
exercise of the warrant.
b) No
Rights as Shareholder Until Exercise.
This
Warrant does not entitle the Holder to any voting rights or other rights
as a
shareholder of the Company 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.
c) Loss,
Theft, Destruction or Mutilation of Warrant.
The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant
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, in the case of the Warrant, shall not include the posting of any
bond),
and upon surrender and cancellation of such Warrant or stock certificate,
if
mutilated, the Company 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.
d) 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.
e) Authorized
Shares.
The Company 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 Company 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 Company 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 Trading Market upon which the Common
Stock may be listed.
f) Jurisdiction.
All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be determined in accordance with the laws of the State
of
California.
g) Restrictions.
The
Holder 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.
h) Nonwaiver
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 the fact that all rights
hereunder terminate on the Termination Date. If the Company willfully and
knowingly fails to comply with any provision of this Warrant, which results
in
any material damages to the Holder, the Company 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.
i) Notices.
Any
notice, request or other document required or permitted to be given or delivered
to the Company shall be delivered to Compumed, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, telecopier: (▇▇▇) ▇▇▇-▇▇▇▇, with a copy
to:
▇▇▇ ▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇▇ Business Law, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Fax: (▇▇▇) ▇▇▇-▇▇▇▇.
j) Amendment.
This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.
k) 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.
l) 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 Company has caused this Warrant to be executed by its
officer thereunto duly authorized.
Dated:
June 27, 2006
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COMPUMED,
INC.
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title:
Chief Executive Officer
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