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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.
Date:
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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
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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.
(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
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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 PURCH
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