Name Dated Amount Maturity Date
--------------------------------------- ------------ ---------- ---------------
Dominion Capital Fund Ltd.* Dec. 14, 1998 $ 25,000 May 13,2003
Sovereign Partners LP. Dec. 14, 1998 $ 25,000 May 13,2003
* This document has been filed.
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED STATES
FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE
SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION
OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL SECURITIES LAWS OR
COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE AT THE OPTION
OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER'S COUNSEL, IN
FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION
PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
WARRANT TO PURCHASE 25,000 SHARES OF
COMMON STOCK OF SWISSRAY INTERNATIONAL, INC.
Exercisable Commencing December 14, 1998;
Void after December 14, 2003
THIS CERTIFIES that, for value received Dominion Capital Fund Ltd.
or its registered assigns (the "Warrantholder") is entitled, subject to the
terms and conditions set forth in this Warrant, to purchase from SWISSRAY
INTERNATIONAL, INC., a New York corporation (the "Company"), 25,000 fully paid,
duly authorized and nonassessable shares (the "Shares"), of Common Stock, $.01
par value per share, of the Company (the "Common Stock"), at any time commencing
December 14, 1998 and continuing up to 5:00 p.m. New York City time on December
14, 2003 at an exercise price of $.375 subject to adjustment pursuant to Section
8 hereof.
This Warrant is subject to the following provisions, terms and
conditions:
Section 1. Transferability.
1.1 Registration. The Warrants shall be issued only in registered form
and Shares issuable upon exercise of the Warrants shall have piggy back
registration rights and shall be registered by the Company pursuant to the terms
of a Registration Rights Agreement between the Company and SOVEREIGN PARTNERS
LIMITED PARTNERSHIP.
1.2 Transfer. This Warrant shall be transferable only on the
books of the Company maintained at its principal executive offices upon
surrender thereof for registration of transfer duly endorsed by the
Warrantholder or by its duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment or authority to transfer. Upon any registration of transfer, the
Company shall execute and deliver a new Warrant or Warrants in appropriate
denominations to the person or persons entitled thereto.
1.3 Legend on Warrant Shares. Each certificate for Shares
initially issued upon exercise of a Warrant, unless at time of exercise such
Shares are registered under the Securities Act of 1933, as amended (the
"Securities Act"), shall bear the following legend:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER UNITED
STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR
INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE
CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL
APPLICABLE UNITED STATES FEDERAL SECURITIES LAWS OR COMPLIANCE WITH AN
APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE AT THE OPTION OF THE
CORPORATION, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER'S COUNSEL, IN
FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH
REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR
ASSIGNMENT.
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration statement under the
Securities Act of the securities represented thereby) shall also bear the above
legend unless the Company receives an opinion of counsel acceptable to the
Company that registration or qualification of the securities represented thereby
under the laws referred to therein is not required.
Section 2. Exchange of Warrant Certificate. Any Warrant certificate may
be exchanged for another certificate or certificates of like tenor entitling the
Warrantholder to purchase a like aggregate number of Shares as the certificate
or certificates surrendered then entitle such Warrantholder to purchase. Any
Warrantholder desiring to exchange a warrant certificate shall make such request
in writing delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Warrant to be so exchanged. Thereupon, the Company
shall execute and deliver to the person entitled thereto a new Warrant
certificate as so requested.
Section 3. Terms of Warrants: Exercise of Warrants.
(a) Subject to the terms of this Warrant, the Warrantholder shall have
the right, at any time after December 14, 1998, but before 5:00 p.m., New York
City time on December 14, 2003 (the "Expiration Time"), to purchase from the
Company up to the number of Shares which the Warrantholder may at the time be
entitled to purchase pursuant to the terms of this Warrant, upon surrender to
the Company at its principal executive office, of the certificate evidencing
this Warrant to be exercised, together with the attached Election to Exercise
form duly filled in and signed, and upon payment to the Company of the Warrant
Price (as defined in and determined in accordance with the provisions of Section
7 and 8 hereof) for the number of Shares with respect to which such Warrant is
then exercised. Payment of the aggregate Warrant Price shall be made in cash,
wire transfer or by cashier's check or any combination thereof.
(b) Subject to the terms of this Warrant, upon such surrender of this
Warrant and payment of such Warrant Price as aforesaid, the Company shall
promptly issue and cause to be delivered to the Warrantholder or to such person
or persons as the Warrantholder may designate in writing, a certificate or
certificates (in such name or names as the Warrantholder may designate in
writing) for the number of duly authorized, fully paid and non-assessable whole
Shares to be purchased upon the exercise of this Warrant, and shall deliver to
the Warrantholder Common Stock or cash, to the extent provided in Section 9
hereof, with respect to any fractional Shares otherwise issuable upon such
surrender. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of such Shares as of the close of business on the date of the surrender
of this Warrant and payment of the Warrant Price, notwithstanding that the
certificates representing such Shares shall not actually have been delivered or
that the Share and Warrant transfer books of the Company shall then be closed.
This Warrant shall be exercisable, at the sole election of the Warrantholder,
either in full or from time to time in part and, in the event that any
certificate evidencing this Warrant (or any portion thereof) is exercised prior
to the Termination Date with respect to less than all of the Shares specified
therein at any time prior to the Termination Date, a new certificate of like
tenor evidencing the remaining portion of this Warrant shall be issued by the
Company, if so requested by the Warrantholder.
(c) Upon the Company's receipt of a facsimile or original of
Warrantholder's signed Election to Exercise, the Company shall instruct its
transfer agent to issue one or more stock Certificates representing that number
of shares of Common Stock which the Warrantholder is entitled to purchase in
accordance with the terms and conditions of this Warrant and the Election to
Exercise attached hereto. The Company's transfer agent or attorney shall act as
Registrar and shall maintain an appropriate ledger containing the necessary
information with respect to each Warrant.
(d) Such exercise shall be effectuated by surrendering to the Company,
or its attorney, the Warrants to be converted together with a facsimile or
original of the signed Election to Exercise which evidences Warrantholder's
intention to exercise those Warrants indicated. The date on which the Election
to Exercise is effective ("Exercise Date") shall be deemed to be the date on
which the Warrantholder has delivered to the Company a facsimile or original of
the signed Election to Exercise, as long as the original Warrants to be
exercised are received by the Company or its designated attorney within 5
business days thereafter. As long as the Warrants to be exercised are received
by the Company within five business days after it receives a facsimile or
original of the signed Election to Exercise, the Company shall deliver to the
Warrantholder, or per the Warrantholder's instructions, the shares of Common
Stock to an address in the U.S., without restrictive legend or stop transfer
instructions, within 5 business days of receipt of the Warrants to be converted.
(e) Nothing contained in this Warrant shall be deemed to establish or
require the payment of interest to the Warrantholder at a rate in excess of the
maximum rate permitted by governing law. In the event that the rate of interest
required to be paid exceeds the maximum rate permitted by governing law, the
rate of interest required to be paid thereunder shall be automatically reduced
to the maximum rate permitted under the governing law and such excess shall be
returned with reasonable promptness by the Warrantholder to the Company.
(f) It shall be the Company's responsibility to take all necessary
actions and to bear all such costs to issue the Certificate of Common Stock as
provided herein, including the responsibility and cost for delivery of an
opinion letter to the transfer agent, if so required. The person in whose name
the certificate of Common Stock is to be registered shall be treated as a
shareholder of record on and after the exercise date. Upon surrender of any
Warrants that are to be converted in part, the Company shall issue to the
Warrantholder new Warrants equal to the unconverted amount, if so requested by
Warrantholder.
Nothing herein shall limit the Warrantholder's right to pursue actual
damages for the Company's failure to maintain a sufficient number of authorized
shares of Common Stock.
(g) The Company shall furnish to Warrantholder such number of
prospectuses and other documents incidental to the registration of the Common
Stock underlying the Warrants, including any amendment of or supplements
thereto.
(h) Each person in whose name any certificate for shares of Common
Stock shall be issued shall for all purposes be deemed to have become the holder
of record of the Common Stock represented thereby on the date on which the
Warrant was surrendered and payment of the purchase price and any applicable
taxes was made, irrespective of date of issue or delivery of such certificate,
except that if the date of such surrender and payment is a date when the Shares
transfer books of the Company are closed, such person shall be deemed to have
become the holder of such Shares on the next succeeding date on which such Share
transfer books are open. The Company shall not close such Share transfer books
at any one time for a period longer than seven days.
Section 4. Payment of Taxes. The Company shall pay all documentary
stamp taxes, if any, attributable to the initial issuance of the Shares;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable, (i) with respect to any secondary transfer of this
Warrant or the Shares or (ii) as a result of the issuance of the Shares to any
person other than the Warrantholder, and the Company shall not be required to
issue or deliver any certificate for any Shares unless and until the person
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have produced evidence that such tax has been paid to the
appropriate taxing authority.
Section 5. Mutilated or Missing Warrant. In case the certificate or
certificates evidencing this Warrant shall be mutilated, lost, stolen or
destroyed, the Company shall, at the request of the Warrantholder, issue and
deliver in exchange and substitution for and upon cancellation of the mutilated
certificate or certificates, or in lieu of and substitution for the certificate
or certificates lost, stolen or destroyed, a new Warrant certificate or
certificates of like tenor and representing an equivalent right or interest, but
only upon receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Warrant and of a bond of indemnity, if requested, also
satisfactory to the Company in form and amount, and issued at the applicant's
cost. Applicants for such substitute Warrant certificate shall also comply with
such other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.
Section 6. Reservation of Shares. The Company has duly and validly
reserved, and shall at all times so long as this Warrant remains outstanding,
keep reserved, out of its authorized and unissued capital stock, sufficient
shares of Common Stock as shall be subject to purchase under this Warrant (the
"Reserved Shares"). The issuance, sale and delivery of the Warrants and Reserved
Shares have been duly authorized by all required corporate action on the part of
the Company and when issued, sold and delivered in accordance with the terms
hereof and thereof for the consideration expressed herein and therein, will be
duly and validly issued, fully paid, and non-assessable and enforceable in
accordance with their terms, subject to the laws of bankruptcy and creditors'
rights generally. The Company shall pay all taxes in respect of the issue
thereof. As a condition precedent to the taking of any action that would result
in the effective purchase price per share of Common Stock upon the exercise of
this Warrant being less than the par value per share (if such shares of Common
Stock then have a par value), the Company will take such corporate action as
may, in the opinion of its counsel, be necessary in order that the Company may
comply with all its obligations under this Agreement with regard to the exercise
of this Warrant.
Prior to exercise of all the Warrants, if at anytime the conversion of
all the Shares and exercise of all the Warrants outstanding results in an
insufficient number of Reserved Shares being available to cover all the
conversions and exercises, then in such event, the Company will move to call and
hold a shareholder's meeting within 45 days of such event for the purpose of
authorizing additional Shares to facilitate the conversions. In such an event
the Company shall: (1) recommend to its current or future officers, directors
and other control people to vote their shares in favor of increasing the
authorized number of shares of Common Stock and (2) recommend to all
shareholders to vote their shares in favor of increasing the authorized number
of shares of Common Stock. As for any shareholders who do not vote on the issue
of increasing the authorized number of shares of Common Stock, such failure to
vote shall automatically be taken as a vote in favor of increasing the
authorized number of shares of Common Stock. The proxy sent out by the Company
to all shareholders shall provide that if no vote is received a consent to
action will be executed on behalf of those shares of Common Stock for which no
vote was received, in favor of increasing the authorized number of shares of
Common Stock of the Company. Company represents and warrants that under no
circumstances will it deny or prevent Warrantholder from exercising the Warrants
as permitted under the terms of the Subscription Agreement, the Warrants or the
Registration Rights Agreement.
Section 7. Warrant Price. From December 14, 1998 through 5:00 p.m. New
York City time on December 14, 2003, the price per Share (the "Warrant price")
at which Shares shall be purchasable upon the exercise of this Warrant shall be
equal to closing bid price on December 14, 1998 subject to adjustment pursuant
to Section 8 hereof.
Section 8. Adjustment of Warrant Price and Number of Shares.
The number and kind of securities purchasable upon the exercise of this Warrant
and the Warrant Price shall be subject to adjustment from time to time after the
date hereof upon the happening of certain events, as follows:
8.1 Adjustments. The number of Shares purchasable upon the
exercise of this Warrant shall be subject to adjustments as follows:
(a) In case the Company shall (i) pay a dividend on Common Stock in
Common Stock or securities convertible into, exchangeable for or otherwise
entitling a holder thereof to receive Common Stock, (ii) declare a dividend
payable in cash on its Common Stock and at substantially the same time offer its
shareholders a right to purchase new Common Stock (or securities convertible
into, exchangeable for or other entitling a holder thereof to receive Common
Stock) from the proceeds of such dividend (all Common Stock so issued shall be
deemed to have been issued as a stock dividend), (iii) subdivide its outstanding
shares of Common Stock into a greater number of shares of Common Stock, (iv)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (v) issue by reclassification of its Common Stock any shares
of Common Stock of the Company, the number of shares of Common Stock issuable
upon exercise of the Warrants immediately prior thereto shall be adjusted so
that the holders of the Warrants shall be entitled to receive after the
happening of any of the events described above that number and kind of shares as
the holders would have received had such Warrants be converted immediately prior
to the happening of such event or any record date with respect thereto. Any
adjustment made pursuant to this subdivision shall become effective immediately
after the close of business on the record date in the case of a stock dividend
and shall become effective immediately after the close of business on the
effective date in the case of a stock split, subdivision, combination or
reclassification.
(b) In case the Company shall distribute, without receiving
consideration therefor, to all holders of its Common Stock evidences of its
indebtedness or assets (excluding cash dividends other than as described in
Section (8)(a)(ii)), then in such case, the number of shares of Common Stock
thereafter issuable upon exercise of the Warrants shall be determined by
multiplying the number of shares of Common Stock theretofore issuable upon
exercise of the Warrants, by a fraction, of which the numerator shall be the
closing bid price per share of Common Stock on the record date for such
distribution, and of which the denominator shall be the closing bid price of the
Common Stock less the then fair value (as determined by the Board of Directors
of the Company, whose determination shall be conclusive) of the portion of the
assets or evidences of indebtedness so distributed per share of Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.
(c) Any adjustment in the number of shares of Common Stock issuable
hereunder otherwise required to be made by this Section 8 will not have to be
adjusted if such adjustment would not require an increase or decrease in one
percent (1%) or more in the number of shares of Common Stock issuable upon
exercise of the Warrant. No adjustment in the number of Shares purchasable upon
exercise of this Warrant will be made for the issuance of shares of capital
stock to directors, employees or independent contractors pursuant to the
Company's or any of its subsidiaries' stock option, stock ownership or other
benefit plans or arrangements or trusts related thereto or for issuance of any
shares of Common Stock pursuant to any plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the investment of
additional optional amounts in shares of Common Stock under such plan.
(d) Whenever the number of shares of Common Stock issuable upon the
exercise of the Warrants is adjusted, as herein provided the Warrant Price shall
be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
prior to such adjustment by a fraction, of which the numerator shall be the
number of shares of Common Stock issuable upon the exercise of each share of the
Warrants immediately prior to such adjustment, and of which the denominator
shall be the number of shares of Common Stock issuable immediately thereafter.
(e) The Company from time to time by action of its Board of Directors
may decrease the Warrant Price by any amount for any period of time if the
period is at least 20 days, the decrease is irrevocable during the period and
the Board of Directors of the Company in its sole discretion shall have made a
determination that such decrease would be in the best interest of the Company,
which determination shall be conclusive. Whenever the Warrant Price is decreased
pursuant to the preceding sentence, the Company shall mail to holders of record
of the Warrants a notice of the decrease at least 15 days prior to the date the
decreased Warrant Price takes effect, and such notice shall state the decreased
Warrant Price and the period it will be in effect.
8.2 Mergers. Etc. In the case of any (i) consolidation or merger of the
Company into any entity (other than a consolidation or merger that does not
result in any reclassification, exercise, exchange or cancellation of
outstanding shares of Common Stock of the Company), (ii) sale, transfer, lease
or conveyance of all or substantially all of the assets of the Company as an
entirety or substantially as an entirety, or (iii) reclassification, capital
reorganization or change of the Common Stock (other than solely a change in par
value, or from par value to no par value), in each case as a result of which
shares of Common Stock shall be converted into the right to receive stock,
securities or other property (including cash or any combination thereof), each
holder of Warrants then outstanding shall have the right thereafter to exercise
such Warrant only into the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale, transfer, capital
reorganization or reclassification by a holder of the number of shares of Common
Stock of the Company into which such Warrants would have been converted
immediately prior to such consolidation, merger, sale, transfer, capital
reorganization or reclassification, assuming such holder of Common Stock of the
Company (A) is not an entity with which the Company consolidated or into which
the Company merged or which merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent entity"), or an affiliate of
a constituent entity, and (B) failed to exercise his or her rights of election,
if any, as to the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer (provided that if
the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer is not the same for each share of Common
Stock of the Company held immediately prior to such consolidation, merger, sale
or transfer by other than a constituent entity or an affiliate thereof and in
respect of which such rights or election shall not have been exercised
("non-electing share"), then for the purpose of this Section 8.2 the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). If necessary, appropriate adjustment shall be made in the
application of the provision set forth herein with respect to the rights and
interests thereafter of the holder of Warrants, to the end that the provisions
set forth herein shall thereafter correspondingly be made applicable, as nearly
as may reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the exercise of the Warrants. The above
provisions shall similarly apply to successive consolidations, mergers, sales,
transfers, capital reorganizations and reclassifications. The Company shall not
effect any such consolidation, merger, sale or transfer unless prior to or
simultaneously with the consummation thereof the successor company or entity (if
other than the Company) resulting from such consolidation, merger, sale or
transfer assumes, by written instrument, the obligation to deliver to the holder
of Warrants such shares of stock, securities or assets as, in accordance with
the foregoing provision, such holder may be entitled to receive under this
Section 8.2.
8.3 Statement of Warrants. Irrespective of any
adjustments in the Warrant Price of the number or kind of shares purchasable
upon the exercise of this Warrant, this Warrant certificate or certificates
hereafter issued may continue to express the same price and number and kind of
shares as are stated in this Warrant.
Section 9. Fractional Shares. Any fractional shares of Common Stock
issuable upon exercise of the Warrants shall be rounded to the nearest whole
share or, at the election of the Company, the Company shall pay the holder
thereof an amount in cash equal to the closing bid price thereof. Whether or not
fractional shares are issuable upon exercise shall be determined on the basis of
the total number of Warrants the holder is at the time exercising and the number
of shares of Common Stock issuable upon such exercise.
Section 10. No Rights as Stockholders: Notices to Warrantholders.
Nothing contained in this Warrant shall be construed as conferring upon the
Warrantholder or its transferees any rights as a stockholder of the Company,
including the right to vote, receive dividends, consent or receive notices as a
stockholder with respect to any meeting of stockholders for the election of
directors of the Company or any other matter. If, however, at any time prior to
5:00 p.m., New York City time, on December 14, 2003, (the "Expiration Time") and
prior to the exercise of this Warrant, any of the following events shall occur:
(a) any action which would require an adjustment pursuant to
Section 8.1; or
(b) a dissolution, liquidation or winding up of the Company or
any consolidation, merger or sale of its property, assets and business as
an entirety; then in any one or more of said events, the Company shall give
notice in writing of such event to the Warrantholder at least 10 days prior to
the date fixed as a record date or the date of closing the transfer books
for the determination of the shareholders entitled to any relevant dividend,
distribution, subscription rights, or other rights or for the effective date of
any dissolution, liquidation of winding up or any merger, consolidation, or sale
of substantially all assets, but failure to mail or receive such notice or any
defect therein or in the mailing thereof shall not affect the validity of any
such action taken. Such notice shall specify such record date or the effective
date, as the case may be.
Section 11. Successors. All the covenants and provisions of this
Warrant by or for the benefit of the Company or the Warrantholder shall bind and
inure to the benefit of their respective successors and permitted assigns
hereunder.
Section 12. Applicable Law. 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 New York.
Section 13. Benefits of this Agreement. Nothing in this Warrant
shall be construed to give to any person or corporation other than the Company
and the Warrantholder 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 Warrantholder.
Section 14. Piggy-back Registration Rights. If at any time prior to the
expiration of the warrant the Company shall propose to prepare on its own behalf
or on behalf of any of its stockholders (other than Warrantholder) a
registration statement in connection with an underwritten public offering of any
equity securities of the Company, the Company shall give Warrantholder written
notice at least 20 days before the anticipated filing date of such registration
statement. Should Warrantholder desire to have any of the Shares included in
such registration statement Warrantholder shall so advise the Company in writing
no later than 15 days after the Company's notice is given, setting forth the
number or amount of Shares which Warrantholder requests to be included in the
registration statement, and the Company shall include the securities specified
in such request in such registration statement and keep such registration
statement in effect and maintain compliance with each federal and state law and
regulation as set forth herein. The Company may, at its option, require that the
amount of Shares offered for sale by Warrantholder pursuant to this Section 14
be decreased if, in the opinion of the Company's investment banking firm, such
reduction is necessary in order to permit the orderly distribution and sale of
the securities being offered. If the Company shall require such a reduction,
Warrantholder shall have the right to withdraw from the offering.
Section 15. Definitions.
"Common Stock" shall mean (i) Common Stock, $.01 par value per share,
of the Company and (ii) any other security purchasable upon the exercise of this
Warrant upon the happening of certain events.
IN WITNESS WHEREOF, the parties have caused this Warrant to be duly
executed, all as of the day and year first above written.
SWISSRAY INTERNATIONAL , INC.
By:/▇_▇▇▇▇▇ ▇. ▇▇▇▇▇▇______
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ its Chairman and President
SWISSRAY INTERNATIONAL, INC.
ELECTION TO EXERCISE
SWISSRAYINTERNATIONAL, INC.
c/o ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder, _______shares
of Common Stock (the "Share") provided for therein, and requests that
certificates for the Shares be issued in the name of:*
Name:___________________________________________________________
Address:_________________________________________________________
Social Security No.________________________________________________
or Tax ID Number:_________________________________________________
and, if such number of Shares shall not be all of the Shares purchasable under
the Warrant, that a new Warrant certificate for the balance of the Shares
purchasable under the within Warrant be registered in the name of the
undersigned warrantholder or his Assignee* as indicated below and delivered to
the address stated below:
Dated:________, 19___
Name of Warrantholder of
Assignee (Please Print)_____________________________________________
Address:_________________________________________________________
Signature:________________________________________________________
Signature Guaranteed:______________________________________________
Signature of Guarantor
--------------------
* The Warrant contains restrictions on sale, assignment or transfer.
** Note: The above signature must correspond with the name as written on
the face of this Warrant certificate in every particular, without
alteration or enlargement or any change whatever, unless this warrant has
been assigned.
FORM OF ASSIGNMENT
(To be signed only upon assignment of Warrant)*
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
----------------------------------------------------------------
----------------------------------------------------------------
(Name and Address of Assignee must be Printed or Typewritten)
the within Warrant, hereby irrevocably constituting and appointing
_________Attorney to transfer said Warrant on the books of the Company, with
full power of substitution in the premises.
Dated:______________, 19____
________________________________**
Signature of Registered Holder
Signature Guaranteed: ________________________________
Signature of Guarantor
--------------------
* The Warrant contains restrictions on sale, assignment or transfer.
** Note: The signature of this assignment must correspond with the name
as it appears upon the face of the Warrant certificate in every particular,
without alteration or enlargement or any change whatever.