EXHIBIT 99.3
CLASS D WARRANT
TO PURCHASE COMMON STOCK
NO PAR VALUE OF
PREMIER LASER SYSTEMS, INC.
__ Warrants (Partial Shares)/1/ __________, 1998
This certifies that _________________________________________ ("Holder"),
for value received, is entitled, subject to the other terms set forth below, to
purchase from Premier Laser Systems, Inc., a California corporation (the
"Company"), having a place of business at ▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at
any time from the Notice Date defined below until 5:00 P.M. (California time) on
the ninetieth day following the Notice Date (the "Expiration Date"), unless
earlier terminated pursuant to the provisions of Section 2.4 hereof, at which
time this Warrant shall expire and become void, a fraction of a share, of the
Company's Common Stock, no par value (the "Common Stock") in an amount
determined pursuant to Section 2 below. The purchase or exercise price per
share (the "Exercise Price") shall be one cent ($0.01) regardless of the number
of Warrants which must be exercised to obtain a Warrant Share (as defined
below).
The number and character of the securities purchasable upon exercise of
this Warrant are subject to adjustment as provided in Section 3.3 hereof.
This Warrant is subject to the following terms and conditions:
1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.
1.1 DURATION OF EXERCISE OF WARRANT. This Warrant is exercisable at
the option of Holder at any time from the Notice Date until 5:00 P.M.
(California time) on the Expiration Date for all or a portion of the shares of
Common Stock that may be purchased hereunder. This Warrant shall be exercised
upon surrender to the Company of this Warrant properly endorsed with a completed
and executed Subscription Agreement in the form attached hereto as Exhibit A,
and upon payment in cash or cashier's check of the aggregate Exercise Price for
the number of shares of Common Stock for which this Warrant is being exercised
(the "Warrant Shares"). The Company agrees that any Warrant Shares purchased
under this Warrant shall be deemed to be issued to ▇▇▇▇▇▇ as the record owner of
such shares as of the close of business on the date on which this Warrant shall
___________________________
/1/ (Does not represent ___ shares - See Paragraph 2 for computation.)
-1-
2. NOTICE OF EXERCISABILITY AND DETERMINATION OF NUMBER OF WARRANT SHARES.
2.1 Condition to Exercise. This Warrant shall not become exercisable unless
the Net Sales of Qualified Products (both as defined herein) for the twelve
(12) month period ended December 31, 1999 (the "Determination Date") equal or
exceed Eleven Million Six Hundred Dollars ($11,600,000). Except as set forth
below, "Net Sales" shall mean net sales of Qualified Products as determined by
generally accepted accounting principles, as consistently applied by
Ophthalmic Imaging Systems ("OIS"). "Qualified Products" shall mean products
sold by and in connection with the current core business of OIS including: (i)
products related to or arising out of such current core products; (ii)
products under development as of the date hereof; and (iii) those same
products if sold by any successor owner of OIS' operations. For the purposes
of this Class D Warrant only, firm purchase orders or purchase agreements from
purchasers seeking shipment of goods by December 31, 1999, and which are
accompanied by at least a 10% deposit, shall be deemed to be December 1999
sales. As soon as practicable after the Determination Date, the Company shall
determine the Net Sales of Qualified Products for the twelve (12) month period
ended on the Determination Date and shall mail to the holder of the Warrant,
and shall publish in a newspaper of national circulation a notice (the
"Exercise Notice") stating whether this condition to exercisability has been
met. The date of such mailing and publication is the "Notice Date."
2.2 Shares Issuable. To determine the number of Warrant Shares for which the
Warrant may be exercised, the Company shall determine the average Closing
Price (as defined below) of the Common Stock for the (i) fifteen (15)
consecutive trading days immediately preceding the Determination Date and (ii)
the thirty (30) consecutive trading days ending fifteen (15) trading days
prior to the Determination Date, and shall calculate the number of shares of
the Common Stock, or fraction thereof, which could be purchased at the greater
of such two average Closing Prices for a purchase price of twenty-five cents
($0.25). The result of this calculation shall be the "Share Factor." The Share
Factor shall be multiplied by the number of Warrants stated on the first page
of this Warrant to determine the number of whole shares for which this Warrant
may be exercised. Fractional shares resulting from aggregate exercises shall
be rounded to the nearest whole share.
2.3 Notice. The Exercise Notice sent to the Holder shall state the number of
Warrant Shares for which the Warrant has become exercisable.
2.4 Exercise. If the Exercise Notice states that the condition stated in
Section 2.1 has not been satisfied, then the Notice Date shall become the
Expiration Date, this Warrant shall expire effective as of the Notice Date and
the Holder shall have no further rights hereunder. If the Exercise Notice
states the condition has been met, this Warrant shall thereafter be
exercisable for the number of whole shares determined as provided in
Section 2.2 and specified in the applicable Exercise Notice.
2.5 Closing Price. For purposes of any computation pursuant to this Section
2, the term "Closing Price" for any day shall mean the last reported sale
price, regular way, of the Common Stock, or, in case no such reported sale
takes place on such day, the average of the closing bid and asked prices,
regular way, for such day, in either case on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or if it
is not listed or admitted to trading on any national securities exchange, but
is traded on Nasdaq, the closing sale price of the Common Stock or, in case no
sale is reported, the average of the closing bid and asked quotations for the
Common Stock on Nasdaq, or any comparable system.
3. CERTAIN NOTICES.
3.1 Notice of Certain Events. If at any time after the Determination Date
and before the Expiration Date:
3.1.1 the Company shall declare any cash dividend upon its Common Stock;
3.1.2 the Company shall declare any dividend upon its Common Stock
payable in stock (other than a dividend payable solely in shares of Common
Stock) or make any special dividend or other distribution to the holders of
its Common Stock;
3.1.3 the Company shall offer for subscription pro rata to the holders of
its Common Stock any additional shares of stock of any class or other
rights;
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3.1.4 there shall be any capital reorganization or reclassification of
the capital stock of the Company; or consolidation or merger of the Company
with, or sale or leases, exchanges or other conveyances (other than
pledges, mortgages and liens related to loans) of substantially all of its
assets to, another corporation;
3.1.5 there shall be a voluntary or involuntary dissolution, liquidation
or winding-up of the Company; or
3.1.6 any purchase, retirement, or redemption by the Company of its
Common Stock;
then, in any one or more of said cases, the Company shall give to the
registered holder of this Warrant, by the means specified in Section 7 herein,
(i) at least twenty (20) days' prior written notice of the date on which the
books of the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights or for determining rights to vote in
respect of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, and (ii) in the case of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding-up, at least twenty (20) days' prior written notice of
the date when the same shall take place; provided, however, that the Company
shall not be required to send any notice pursuant to this Section 3.1 if the
Company determines the condition in Section 2.1 has not been met. Any notice
given in accordance with the foregoing clause (i) shall also specify, in the
case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto. Any notice given
in accordance with the foregoing clause (ii) shall also specify the date on
which the holders of Common Stock shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation,
winding-up, conversion or public offering, as the case may be. If Holder does
not exercise this Warrant prior to the occurrence of an event described above,
Holder shall not be entitled to receive the benefits accruing to then existing
holders of Common Stock.
3.2 Notice of Adjustment. Upon the happening of an event requiring an
adjustment of the amount or the kind of securities or property purchasable
hereunder, the Company shall forthwith give notice to the Holder which
indicates the event requiring the adjustment, the adjusted number of Warrant
Shares that may be acquired or the amount or kind of any such securities or
property so purchasable upon exercise of this Warrant, as the case may be, and
setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. The Company's independent public
accountant shall determine the method for calculating the adjustment and shall
prepare a certificate setting forth such calculations, the reason for the
methodology chosen, and the facts upon which such calculation is based. Such
certificate shall accompany the notice to be provided to the Holder pursuant
to this Section 3.2.
3.3 Adjustment of Purchase Price and Number of Warrant Shares. The number
and kind of securities that may be acquired upon the exercise of this Warrant
shall be subject to adjustment following the Determination Date and prior to
the earlier of the exercise of, or the Expiration Date of this Warrant, upon
the happening of any of the following events:
(a) Dividends, Subdivisions, Combinations, or Consolidations of Common Stock
(i) In the event the Company shall declare, pay, or make any dividend upon
its outstanding Common Stock payable in Common Stock or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock, then the Share Factor shall be adjusted so that the
number of Warrant Shares that may thereafter be purchased upon the exercise of
the rights represented hereby shall be increased in proportion to the increase
in the number of outstanding shares of Common Stock through such dividend or
subdivision. In case the Company shall at any time combine the outstanding
shares of its Common Stock into a smaller number of shares of Common Stock,
the Share Factor shall be adjusted so that number of Warrant Shares that may
thereafter be acquired upon the exercise of the rights represented hereby
shall be decreased in proportion to the decrease through such combination. In
each case, the Exercise Price will not be adjusted.
(ii) If the Company declares, pays or makes any dividend or other
distribution upon its outstanding Common Stock payable in securities or other
property (excluding cash dividends and dividends payable in
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Common Stock, but including, without limitation, shares of any other class of
the Company's stock or stock or other securities convertible into or
exchangeable for shares of Common Stock or any other class of the Company's
stock or other interests in the Company or its assets ("Convertible
Securities")), a proportionate part of those securities or that other property
shall be set aside by the Company and delivered to the Holder in the event
that the Holder exercises this Warrant. The securities and other property then
deliverable to the Holder upon the exercise of this Warrant shall be in the
same ratio to the total securities and property set aside for the Holder as
the number of Warrant Shares with respect to which this Warrant is then
exercised as to the total number of Warrant Shares that may be acquired
pursuant to this Warrant at the time the securities or property were set aside
for the Holder.
(iii) If the Company shall declare a dividend payable in money on its
outstanding Common Stock and at substantially the same time shall offer to its
shareholders a right to purchase new shares of Common Stock from the proceeds
of such dividend or for an amount substantially equal to the dividend, all
shares of Common Stock so issued shall, for purposes of this Warrant, be
deemed to have been issued as a stock dividend subject to the adjustments set
forth in Section 3.3 (a)(i).
(iv) If the Company shall declare a dividend payable in money on its
outstanding Common Stock and at substantially the same time shall offer to its
shareholders a right to purchase new shares of a class of stock (other than
Common Stock), Convertible Securities, or other interests from the proceeds of
such dividend or for an amount substantially equal to the dividend, all shares
of stock, Convertible Securities, or other interests so issued or transferred
shall, for purposes of this Warrant, be deemed to have been issued as a
dividend or other distribution subject to Section 3.3(a)(ii).
(v) If the Company shall declare a dividend payable in cash on its
outstanding Common Stock, such dividend shall be deemed to have been issued as
a dividend or other distribution subject to Section 3.3(a)(i).
(b) Effect of Reclassification, Reorganization, Consolidation, Merger, or
Sale of Assets.
(i) Upon the occurrence of any of the following events, the Company shall
cause an effective provision to be made so that the Holder shall have the
right thereafter, by the exercise of this Warrant, to acquire for the Exercise
Price described in this Warrant the kind and amount of shares of stock and
other securities, property and interests as would be issued or payable with
respect to or in exchange for the number of Warrant Shares that are then
purchasable pursuant to this Warrant as if such Warrant Shares had been issued
to the Holder immediately prior to such event: (A) reclassification, capital
reorganization, or other change of outstanding Common Stock (other than a
change as a result of an issuance of Common Stock under Subsection 3.3(a)),
(B) consolidation or merger of the Company with or into another corporation or
entity (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification,
capital reorganization or other change of the outstanding shares of Common
Stock or the Warrant Shares issuable upon exercise of this Warrant), or (C)
spin-off of assets, a subsidiary or any affiliated entity, or the sale, lease,
conveyance (other than pledges, mortgages and liens related to loans) or
exchange of a significant portion of the Company's assets taken as a whole, in
a transaction pursuant to which the Company's shareholders of record are to
receive securities or other interests in a successor entity. Any such
provision made by the Company for adjustments with respect to this Warrant
shall be as nearly equivalent to the adjustments otherwise provided for in
this Warrant as is reasonably practicable. The foregoing provisions of this
Section 3.3(b)(i) shall similarly apply to successive reclassifications,
capital reorganizations and similar changes of shares of Common Stock and to
successive consolidations, mergers, spin-offs, sales, leases or exchanges.
(ii) If any sale or exchange of all, or substantially all, of the Company's
assets or business or any dissolution, liquidation or winding up of the
Company (a "Termination of Business") shall be proposed, the Company shall
deliver written notice to the Holder of this Warrant in accordance with
Section 3.2 hereof as a condition precedent to the consummation of that
Termination of Business. If the result of the Termination of Business is that
shareholders of the Company are to receive securities or other interests of a
successor entity, the provisions of Section 3.3(b)(i) above shall apply.
However, if the result of the Termination of Business is that
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shareholders of the Company are to receive money or property other than
securities or other interests in a successor entity, the Holder of this
Warrant shall be entitled to exercise this Warrant and, with respect to any
Warrant Shares purchasable pursuant to this Warrant so acquired, shall be
entitled to all of the rights of the other shareholders of Common Stock with
respect to any distribution by the Company in connection with the Termination
of Business. In the event no successor entity is involved and Section
3.3(b)(i) does not apply, all acquisition rights under this Warrant shall
terminate at the close of business on the date as of which shareholders of
record of the Common Stock shall be entitled to participate in a distribution
of the assets of the Company in connection with the Termination of Business;
provided, that, in no event shall that date be less than 20 days after
delivery to the Holder of this Warrant of the written notice described above
and in Section 3.2 hereof. If the termination of acquisition rights under this
Warrant is to occur as a result of the event at issue, a statement to that
effect shall be included in that written notice.
(c) Obligation of Successors or Transferees. The Company shall not effect
any consolidation, merger, or sale or conveyance of assets within the meaning
of Section 3.3(b)(i)(B)-(C) 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 such
assets shall assume by written instrument executed and mailed or delivered to
the Holder pursuant to Section 8 herein, the obligation to deliver to the
Holder such shares of stock, securities, or assets as, in accordance with the
foregoing provisions, the Holder may be entitled to acquire. In no event shall
the securities received pursuant to this Section be registerable or
transferable other than pursuant and subject to the terms of this Warrant.
(d) Application of this Section. The provisions of this Section 3.3 shall
apply to successive events that may occur from time to time but shall only
apply to a particular event if it occurs prior to the expiration of this
Warrant either by its terms or by its exercise in full.
(e) Definition of Common Stock. Unless the context requires otherwise,
whenever reference is made in this Section 3.3 to the issue or sale of shares
of Common Stock, the term "Common Stock" shall mean (i) the no par value Class
A Common Stock of the Company, (ii) any other class of stock ranking on a
parity with, and having substantially similar rights and privileges as the
Company's no par value Class A Common Stock, and (iii) any Convertible
Security convertible into either (i) or (ii). However, subject to the
provisions of Section 3.3(b)(i) above, Common Stock issuable upon the exercise
of this Warrant shall include only shares of Common Stock designed as no par
value Class A Common Stock of the Company as of the date of this Warrant.
(f) Company-Held Stock. For purposes of Sections 3.3(a) above, shares of
Common Stock owned or held at any relevant time by, or for the account of, the
Company in its treasury or otherwise, shall not be deemed to be outstanding
for purposes of the calculation and adjustments described therein.
4. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of the Warrant shall be made without charge to Holder of any issue
tax or other governmental charges in respect thereof; provided, however, that
the Company shall not be required to pay any tax that may be payable in
respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the then holder of the Warrant being
exercised.
5. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained
in this Warrant shall be construed as conferring upon Holder the right to vote
or to consent or to receive notice as a stockholder in respect of meetings of
stockholders for the election of directors of the Company or any other matters
or any rights whatsoever as a stockholder of the Company, until, and only to
the extent that, this Warrant shall have been exercised. Except as provided in
Section 3.1 in the event of a dividend on the Common Stock payable in shares
of Common Stock, no dividends or interest shall be payable or accrued in
respect of this Warrant or the interest represented hereby or the Warrant
Shares purchasable hereunder until, and only to the extent that, this Warrant
shall have been exercised. The Company covenants, however, that until the
Termination Date, for so long as this Warrant remains at least partially
unexercised, it will furnish the Holder with copies of all reports and
communications furnished to the stockholders of the Company. No provisions
hereof, in the
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absence of affirmative action by ▇▇▇▇▇▇ to purchase Warrant Shares, and no
mere enumeration herein of the rights or privileges of Holder shall give rise
to any liability of Holder for the Exercise Price or as a stockholder of the
Company whether such liability is asserted by the Company or by its creditors.
6. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of the same is sought.
7. NOTICES. Any notice required or permitted under this Warrant shall be in
writing and either delivered personally, telegraphed or telecopied or sent by
certified or registered mail, postage prepaid, and shall be deemed to be
given, dated and received when so delivered personally, telegraphed or
telecopied or, if mailed, five (5) business days after the date of mailing to
the following address or facsimile number, or to such other address or
addresses as such person may subsequently designate by notice given hereunder.
If to the Company: Premier Laser Systems, Inc.
Attention: Secretary
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ Facsimile: ▇▇▇ ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-1924
Facsimile: ▇▇▇ ▇▇▇-▇▇▇▇
If to Holder: As ▇▇▇▇▇▇'s address appears
on a register of Warrants
maintained by the Company's
transfer agent.
8. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets. All of the obligations of
the Company relating to the Common Stock issuable upon the exercise of this
Warrant shall survive the exercise and termination of this Warrant. All of the
covenants and agreements of the Company shall inure to the benefit of the
successors and assigns of the Holder.
9. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The descriptive headings of the
several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of California.
10. EXCHANGE, ASSIGNMENT, COMBINATION AND REPLACEMENT OF WARRANTS.
(a) This Warrant is exchangeable, without expense other than as provided in
this Section 10, at the option of the Holder upon the reasonable request,
presentation and surrender hereof to the Company for other Warrants of
different denominations entitling the Holder thereof to acquire in the
aggregate the same number of Warrant Shares that may be acquired hereunder.
(b) All of the covenant and provisions of this Warrant by or for the benefit
of the Holder shall be binding upon and shall inure to the benefit of, its
successors and permitted assigns hereunder. This Warrant and all rights
hereunder are transferrable and may be sold, transferred, assigned, or
hypothecated upon surrender of this Warrant to the Company, together with a
duly executed assignment in the form attached hereto as Exhibit B (the
"Assignment Form"), whereupon the Company shall, without charge, execute and
deliver a new Warrant containing the same terms and conditions of this Warrant
in the name of the assignee as named in the Assignment
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Form, and this Warrant shall be canceled at that time. This Warrant, if
properly assigned, may be exercised by a new Holder without first having the
new Warrant issued.
(c) This Warrant may be delivered or combined with other Warrants that carry
the same rights upon the reasonable request, presentation and surrender of
this Warrant at the office of the Company, together with a written notice
signed by the Holder, specifying the names and denominations in which new
Warrants are to be issued.
(d) The Company will execute and deliver to the Holder a new Warrant of like
tenor and date upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction, or mutilation of this Warrant;
provided, that (i) in the case of loss, theft, or destruction, the Company
receives a reasonably satisfactory indemnity or bond, or (ii) in the case of
mutilation, the Holder shall provide and surrender this Warrant to the Company
for cancellation.
(e) Any new Warrant executed and delivered by the Company in substitution or
replacement of this Warrant shall constitute a contractual obligation of the
Company regardless of whether this Warrant was lost, stolen, destroyed or
mutilated, and shall be enforceable by any Holder thereof.
(f) The Holder shall pay all transfer and excise taxes applicable to any
issuance of new Warrants under this Section 10.
11. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of
this Warrant. The Company shall, in lieu of issuing any fractional share,
round such fractional shares to the nearest whole share.
12. BEST EFFORTS. The Company covenants that it will not, by amendment of
its Articles of Incorporation or bylaws, or through any reorganization,
transfer of assets, consolidation, merger, dissolution, reissue or sale of
securities, or any other voluntary action, avoid or seek to avoid the
observation or performance for any term of this Warrant, but will at all times
in good faith assist in carrying out all those terms and in taking all action
necessary or appropriate to protect the rights of the Holder against dilution
or other impairment.
13. FURTHER ASSURANCES. The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally
issue, duly authorized fully paid and nonassessable Warrants and Common Stock
and other securities issuable upon exercise of this Warrant from time to time
and not in violation of any pre-emptive rights.
(Signature Page follows.)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
duly authorized officer effective as of , 1998.
PREMIER LASER SYSTEMS, INC.
By: _________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Ph.D.
Chief Executive Officer
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EXHIBIT A
PREMIER LASER SYSTEMS, INC.
COMMON STOCK WARRANT
FORM OF SUBSCRIPTION AGREEMENT
(TO BE SIGNED AND DELIVERED
UPON EXERCISE OF WARRANT)
PREMIER LASER SYSTEMS, INC.
▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Secretary
The undersigned, the holder of the within Warrant, hereby irrevocably elects
to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, shares of Common Stock (the "Stock") of Premier
Laser Systems, Inc. (the "Company") and herewith makes payment of
Dollars ($ ) therefor and requests that the certificates for such shares
be issued in the name of, and delivered to, , whose address is
. A copy of the Exercise Notice (as defined in the Warrant)
evidencing that the Warrant is exercisable for at least the number of shares
covered by this agreement is attached.
The address set forth below is the true and correct address of the
undersigned.
-------------------------------------
(Name)
-------------------------------------
(Address)
-------------------------------------
-------------------------------------
If said number of shares shall not be all the shares exercisable or
purchasable under the within Warrant, a new Warrant is to be issued in the
name of the undersigned for the balance remaining of the Warrants.
Dated: ,
-------------------------------------
Name of ▇▇▇▇▇▇ must conform in all
respects to name of holder as
specified on the face of the Warrant
or with the name of the assignee
appearing on the assignment form
attached hereto.)
-------------------------------------
(signature)
-------------------------------------
(print name)
-------------------------------------
(print title)
A-1
EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED, the receipt and adequacy of which are each hereby
confirmed, the undersigned, , hereby sells, assigns and transfers
unto all of the undersigned's right, title and interest in and to
an aggregate of ( ) warrants to purchase shares of the Common
Stock of Premier Laser Systems, Inc. (the "Corporation") standing in the name
of the undersigned on the books of the Corporation and evidenced by that
certain Class D Warrant, dated , (the "Warrant"), and does
hereby irrevocable constitute and appoint as attorney-in-fact
to effect the reissue of the Warrant as necessary and the transfer of said
Warrant on the books of the Corporation with full power of substitution upon
presentation to the Corporation of this Assignment Form together with the
Warrant.
Dated: ,
Signature: __________________________
Printed Name: _______________________
B-1