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EXHIBIT 10.15
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 ISSUED UNDER THIS WARRANT
WILL CONTAIN
THIS SAME LEGEND.
PRIMEDEX HEALTH SYSTEMS, INC.
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
(Void after 5:00 pm. Pacific time,
on March 1, 2009)
THIS CERTIFICATE is issued in connection with Mark D. Stolper
(the
"Holder") having agreed to serve as a director of PRIMEDEX HEALTH
SYSTEMS, INC.,
a New York corporation (the "Company"), and certifies that the
Holder is
entitled to purchase from the Company prior to 5:00 pm., Pacific
time, on March
1, 2009 (the "Expiration Date"), Fifty Thousand (50,000) shares
("Warrant
Shares") of fully paid and nonassessable shares of common stock,
par value $.01
per share, of the Company ("Common Stock") at a price of $.60 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. After March 1, 2004 and until the Expiration
Date,
the purchase rights represented by this Warrant are exercisable 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.
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
reclassification or recapitalization 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 15.
4. METHOD OF EXERCISE; PAYMENT: ISSUANCE OF NEW WARRANT.
(a) This Warrant may be exercised by the Holder, in whole or in
part, by the surrender of this Warrant together with a duly
executed Purchase
Form in the form attached hereto as Exhibit A at the principal
office of the
Company at 1510 Cotner Avenue, Los Angeles, California 90025-3303,
or at such
other office designated by the Company in writing to the Holder,
and by payment
to the Company in cash, or by check, of an amount equal to the then
current
Warrant Price (as defined in and determined in accordance with the
provisions of
Section 10 hereof) multiplied by the number of Warrant Shares being
purchased
(the "Total Exercise Price").
(b) In the event of any exercise of this Warrant, Certificates
for
the shares of the number of full Warrant Shares so purchased shall
be in the
name of, and delivered to, the Holder, or as the Holder may direct
(subject to
restrictions upon transfer contained herein or under federal or
state securities
laws). Such
