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EXHIBIT 10.14
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS
AMENDED, OR ANY ANALOGOUS STATE SECURITIES LAWS, AND MAY NOT BE
TRANSFERRED IN
VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER
OR THE
PROVISIONS OF THIS WARRANT. ANY SHARES ACQUIRED HEREBY WILL BEAR
THE SAME
LEGEND.
PRIMEDEX HEALTH SYSTEMS, INC.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
(Void after 5:00 p.m. Pacific time, on July 30, 2009)
THIS CERTIFICATE is issued in connection with entry into an
Employment
Agreement with Radnet Management, Inc., a California corporation
("Radnet") by
Mark Stolper, an individual residing in California, (the "Holder")
and PRIMEDEX
HEALTH SYSTEMS, INC., a New York corporation (the "Company"), and
parent of
Radnet and certifies that the Holder is entitled to purchase from
the Company,
prior to 5:00 p.m., Pacific time, on the earlier of July 30, 2009,
or ninety
(90) days after the date Holder ceases to be an employee of Radnet
(the
"Expiration Date"), Four Hundred Fifty Thousand (450,000) shares
("Warrant
Shares") of fully paid and non-assessable shares of common stock,
par value $.01
per share, of the Company ("Common Stock") at a price of $0.30 per
share (the
"Warrant Price"), or as otherwise provided herein, subject to the
provisions and
upon the terms and conditions hereinafter set forth.
This Warrant is subject to the following additional terms and
conditions.
1. EXERCISABILITY. Provided Holder shall continuously be employed
by
Radnet then and in that event Holder may exercise (a) One Hundred
Fifty Thousand
(150,000) shares from and after July 30, 2005, (b) One Hundred
Fifty Thousand
(150,000) shares from and after July 30, 2006, and (d) One Hundred
Fifty
Thousand (150,000) shares from and after July 30, 2007, and until
the Expiration
Date, the purchase rights represented by this Warrant are
exercisable after
vesting at the option of the Holder, either as an entirety, or from
time to time
for any part of the Warrant Shares which may be purchased
hereunder.
Notwithstanding the foregoing, this Warrant shall fully vest upon
the equity
ownership of Howard G. Berger, M.D. in the Company being reduced
below twenty
percent (20%).
2. RESERVATION OF WARRANT SHARES. The Company agrees at all times
to
reserve a sufficient number of shares of authorized but unissued
Common Stock,
when and as required for the purpose of complying with the terms of
this
Warrant.
3. NO RIGHTS AS SHAREHOLDER; NOTICES TO HOLDER. Nothing contained
in
this Warrant shall be construed as conferring upon the Holder the
right to vote
or to receive dividends or to consent or to receive notice as a
shareholder in
respect of any meeting of shareholders for the election of
directors of the
Company or any other matter, or any rights whatsoever as a
shareholder of the
Company.
If, however, at any time prior to the expiration of this Warrant
and
prior to its exercise, any of the following events shall occur:
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a. the Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend
(other than a cash
dividend payable out of earnings or earned surplus legally
available for the
payment of dividends under the laws of the jurisdiction of
incorporation of
Company) or other distribution, or any right to subscribe for or
purchase any
evidences of its indebtedness, any shares of stock of any class or
any other
securities or property, or to receive any other right, or
b. there shall be any capital reorganization of Company, any
re-classification or re-capitalization of the capital stock of
Company or any
consolidation or merger of Company with, or any sale, transfer or
other
disposition of all or substantially all the property, assets or
business of
Company to, another corporation, or
c. a dissolution, liquidation or winding up of the Company
(other
than in connection with a consolidation, merger, or sale of all or
substantially
all of its property, assets and business as an entirety) shall be
proposed, then
in any one or more of said events, the Company shall give to the
Holder (i) at
least 30 days' prior written notice of the date on which a record
date shall be
selected for such dividend, distribution or right or for
determining rights to
vote in respect of any such reorganization, reclassification,
merger,
liquidation or winding up, and (ii) in the case of any such
transfer,
disposition, dissolution, liquidation or winding up, at least 30
days' prior
written notice of the date when the same shall take place. Such
notice in
accordance with the foregoing clause also shall specify (i) the
date on which
any such record is to be taken for the purpose of such dividend,
distribution or
right, the date on which the holders of Common Stock shall be
entitled to any
such dividend, distribution or right, and the amount and character
thereof, and
(ii) the date on which any such reorganization, reclassification,
merger,
consolidation, sale, transfer, disposition, proposed dissolution,
liquidation or
winding up is to take place and the time, if any such time is to be
fixed, as of
which the holders of Common Stock shall be entitled to exchange
their shares of
Common Stock for securities or other property deliverable upon
such
reorganization, reclassification, merger, consolidation, sale,
transfer,
proposed disposition, dissolution, liquidation or winding up. Each
such written
notice shall be sufficiently given if addressed to the Holder at
the last
address of Holder appearing on the books of the Company and
delivered in
accordance with Section 16.
4. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT.
a. This Warrant
