Exhibit 4.2


 


THIS WARRANT AND THE SHARES OF
COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO CORGENIX MEDICAL CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.


 


Right to Purchase 552,380 Shares of the Common Stock of

CORGENIX MEDICAL CORPORATION

(subject to adjustment as provided herein)


 


(Form of)
COMMON STOCK PURCHASE WARRANT


 


	
  No.                      
  

  	
   

  	
  Issue Date:
  December 28, 2005

  



 


CORGENIX MEDICAL CORPORATION a
corporation organized under the laws of the State of Nevada (“Corgenix”),
hereby certifies that, for value received, Ascendiant Securities LLC, or
assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company (as defined herein) from and after the Issue Date of
this Warrant and at any time or from time to time before 5:00 p.m., New
York time, through the close of business on December 28, 2010 (the “Expiration
Date”), up to 552,380 fully paid and
nonassessable shares of Common Stock (as hereinafter defined), $0.001 par value
per share, at the applicable Exercise Price per share (as defined below).  The number and character of such shares of Common
Stock and the applicable Exercise Price per share are subject to adjustment as
provided herein.


 


As used herein the following
terms, unless the context otherwise requires, have the following respective
meanings:


 


(a)           The
term “Company” shall include Corgenix and any corporation which shall succeed,
or assume the obligations of, Corgenix hereunder.


 


(b)           The
term “Common Stock” includes (i) the Company’s Common Stock, par value
$0.001 per share; and (ii) any other securities into which or for which
any of the securities described in (i) may be converted or exchanged
pursuant to a plan of recapitalization, reorganization, merger, sale of assets
or otherwise.


 


(c)           The term “Other
Securities” refers to any stock (other than Common Stock) and other securities
of the Company or any other person (corporate or otherwise) which the holder of
the Warrant at any time shall be entitled to receive, or shall have received,
on the exercise of the Warrant, in lieu of or in addition to Common Stock, or
which at any time shall be issuable or shall have been issued in exchange for
or in replacement of Common Stock or Other Securities pursuant to Section 4
or otherwise.


 


(d)          The “Exercise Price”
applicable under this Warrant shall be $          .


 





















 


1.             Exercise
of Warrant.


 


1.1           Number
of Shares Issuable upon Exercise. 
From and after the date hereof through and including the Expiration
Date, the Holder shall be entitled to receive, upon exercise of this Warrant in
whole or in part, by delivery of an original or fax copy of an exercise notice
in the form attached hereto as Exhibit A (the “Exercise Notice”), shares
of Common Stock of the Company, subject to adjustment pursuant to Section 4.


 


1.2           Fair
Market Value.  For purposes hereof,
the “Fair Market Value” of a share of Common Stock as of a particular date (the
“Determination Date”) shall mean:


 


(a)           If
the Company’s Common Stock is traded on the American Stock Exchange or another
national exchange or is quoted on the National or SmallCap Market of The Nasdaq
Stock Market, Inc. (“Nasdaq”), then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date.


 


(b)           If
the Company’s Common Stock is not traded on the American Stock Exchange or
another national exchange or on the Nasdaq but is traded on the OTC Bulletin
Board or is listed on the “pink sheets”, then the mean of the average of the
closing bid and asked prices reported for the last business day immediately
preceding the Determination Date.


 


(c)           Except
as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the Holder and the Company agree or in the absence of
agreement by arbitration in accordance with the rules then in effect of
the American Arbitration Association, before a single arbitrator to be chosen
by the Holder and the Company from a panel of persons qualified by education
and training to pass on the matter to be decided.


 


(d)           If
the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to
the Company’s charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of the Warrant are outstanding at the Determination
Date.


 


1.3           Company
Acknowledgment.  The Company will, at
the time of the exercise of the Warrant, upon the request of the holder hereof
acknowledge in writing its continuing obligation to afford to such holder any
rights to which such holder shall continue to be entitled after such exercise
in accordance with the provisions of this Warrant. If the holder shall fail to
make any such request, such failure shall not affect the continuing obligation
of the Company to afford to such holder any such rights.


 


1.4           Trustee
for Warrant Holders.  In the event
that a bank or trust company shall have been appointed as trustee for the
holders of the Warrant pursuant to Subsection 3.2, 


 


2





















 


such
bank or trust company shall have all the powers and duties of a warrant agent
(as hereinafter described) and shall accept, in its own name for the account of
the Company or such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be, on
exercise of this Warrant pursuant to this Section 0.


 


2.             Procedure for
Exercise.


 


2.1           Delivery
of Stock Certificates, Etc., on Exercise. 
The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares in
accordance herewith.  As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within
three (3) business days thereafter, the Company at its expense (including
the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the Holder, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of
duly and validly issued, fully paid and nonassessable shares of Common Stock
(or Other Securities) to which such Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 0 or otherwise.


 


2.2           Exercise.  (a) Payment may be made either (i) in
cash or by certified or official bank check payable to the order of the Company
equal to the applicable aggregate Exercise Price, (ii) by delivery of the
Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise
of the Warrant in accordance with Section (b) below, or (iii) by
a combination of any of the foregoing methods, for the number of Common Shares
specified in such Exercise Notice (as such exercise number shall be adjusted to
reflect any adjustment in the total number of shares of Common Stock issuable
to the Holder per the terms of this Warrant) and the Holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.  (b) Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share of
Common Stock is greater than the Exercise Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash, the Holder may
elect to receive shares equal to the value (as determined below) of this
Warrant (or the portion thereof being exercised) by surrender of this Warrant
at the principal office of the Company together with the properly endorsed
Exercise Notice in which event the Company shall issue to the Holder a number
of shares of Common Stock computed using the following formula:


 


	
   

  	
  X=Y

  	
    (A-B)  

  	
   

  
	
   

  	
   

  	
  A

  



 


 


	
  Where X =

  	
   

  	
  the number
  of shares of Common Stock to be issued to the Holder

  



 


3





















 


	
  Y =

  	
   

  	
  the number
  of shares of Common Stock purchasable under the Warrant or, if only a portion
  of the Warrant is being exercised, the portion of the Warrant being exercised
  (at the date of such calculation)

  
	
   

  	
   

  	
   

  
	
  A =

  	
   

  	
  the Fair
  Market Value of one share of the Company’s Common Stock (at the date of such
  calculation)

  
	
   

  	
   

  	
   

  
	
  B =

  	
   

  	
  Exercise
  Price (as adjusted to the date of such calculation)

  



 


3.             Effect of
Reorganization, Etc.; Adjustment of Exercise Price.


 


3.1           Reorganization,
Consolidation, Merger, Etc.  In case
at any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other person, or (c) transfer
all or substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction,
proper and adequate provision shall be made by the Company whereby the Holder
of this Warrant, on the exercise hereof as provided in Section 0 at any
time after the consummation of such reorganization, consolidation or merger or
the effective date of such dissolution, as the case may be, shall receive, in
lieu of the Common Stock (or Other Securities) issuable on such exercise prior
to such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be,
if such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in Section 4.


 


3.2           Dissolution.  In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties or
assets, the Company, concurrently with any distributions made to holders of its
Common Stock, shall at its expense deliver or cause to be delivered to the
Holder the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrant pursuant to Section 3.1,
or, if the Holder shall so instruct the Company, to a bank or trust company
specified by the Holder and having its principal office in New York, NY as
trustee for the Holder of the Warrant.


 


3.3           Continuation
of Terms.  Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force
and effect and the terms hereof shall be applicable to the shares of stock and
other securities and property receivable on the exercise of this Warrant after
the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may be,
and shall be binding upon the issuer of any such stock or other securities,
including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not
such person shall have expressly assumed the terms of this Warrant as provided
in Section 4.  In the event this
Warrant does not continue in full force and effect after the consummation of
the transactions described in this Section 3, then the Company’s
securities and property (including cash, where applicable) receivable by the
Holders of the Warrant will be delivered to the Holder or the Trustee as
contemplated by Section 3.2.


 


4





















 


4.             (a)           Extraordinary
Events Regarding Common Stock.  In
the event that the Company shall (a) issue additional shares of the Common
Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide
its outstanding shares of Common Stock, or (c) combine its outstanding
shares of the Common Stock into a smaller number of shares of the Common Stock,
then, in each such event, the Exercise Price shall, simultaneously with the
happening of such event, be adjusted by multiplying the then Exercise Price by
a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after
such event, and the product so obtained shall thereafter be the Exercise Price
then in effect. The Exercise Price, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive event or events described
herein in this Section 4.  The
number of shares of Common Stock that the holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 0, be entitled
to receive shall be increased to a number determined by multiplying the number
of shares of Common Stock that would otherwise (but for the provisions of this Section 4)
be issuable on such exercise by a fraction of which (a) the numerator is
the Exercise Price that would otherwise (but for the provisions of this Section 4)
be in effect, and (b) the denominator is the Exercise Price in effect on the
date of such exercise.


 


(b)           Share
Issuances.  Subject to the provisions
of this Section 3.3, if the Company shall at any time prior to the
exercise in full of this Warrant issue any shares of Common Stock or securities
convertible into Common Stock to a person other than the Holder (except (i) pursuant
to subsection 4(a) above; (ii) pursuant to options, warrants, or
other obligations to issue shares outstanding on the date hereof as disclosed
to Holder in writing or in the Company’s Exchange Act Filings; (iii) for
the sale of the shares of Common Stock listed on Schedule A to the Secured
Convertible Term Notes; or (iv) pursuant to options that may be issued as
of the date hereof under any employee incentive stock option adopted by the
Company) for a consideration per share (the “Offer Price”) less than any
Exercise Price in effect at the time of such issuance, then such Exercise Price
shall be immediately reset to such lower Exercise Price pursuant to the formula
below. For purposes hereof, the issuance of any security of the Borrower
convertible into or exercisable or exchangeable for Common Stock shall result
in an adjustment to the applicable Exercise Price at the time of issuance of
such securities.


 


If the Company issues any
additional shares in the manner referred to above in this subsection 4(b) then,
and thereafter successively upon each such issue, each Exercise Price shall be
adjusted by multiplying the each then applicable Exercise Price by the
following fraction:


 




	
  (A x C) + (B x D)

  
	
  (A + B) x C

  






 


5





















 


	
  A =

  	
  Total number
  of shares outstanding or deemed to be outstanding immediately prior to such
  issuance.

  
	
   

  	
   

  
	
  B =

  	
  Number of
  shares issued (or deemed to have been issued).

  
	
   

  	
   

  
	
  C =

  	
  Exercise
  Price in effect immediately prior to such issuance.

  
	
   

  	
   

  
	
  D =

  	
  Consideration
  received by the Company upon such issuance.

  



 


5.             Certificate as to
Adjustments.  In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of the Warrant, the Company at its expense will
promptly cause its Chief Financial Officer or other appropriate designee to
compute such adjustment or readjustment in accordance with the terms of the
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or
receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities) outstanding or deemed to
be outstanding, and (c) the Exercise Price and the number of shares of
Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. 
The Company will forthwith mail a copy of each such certificate to the holder
of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 11
hereof).


 


6.             Reservation of
Stock, Etc., Issuable on Exercise of Warrant.  The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of the
Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant. 
The Company does not currently have enough common shares authorized to
satisfy the exercise of this Warrant. 
Within 90 days after the date hereof, the Company will call a special
meeting of the shareholders of the Company to approve an amendment to the
Articles of Incorporation increasing the number of authorized shares of common
stock from the current 40,000,000 to 100,000,000 (the “Share Increase Amendment”).  Pending adoption of the Share Increase
Amendment, the Holder hereby covenants and agrees that under no circumstances
will it seek to exercise any of the Warrants. 
The Holder acknowledges and agrees that the shareholders of the Company
have no obligation, legal or otherwise, to approve or adopt the Share Increase
Amendment, and the Holder hereby expressly assumes the risk of such failure to
approve or adopt by the shareholders.  In
no event will the Company be liable to the Investor for any claim, demand,
loss, cost, expense, obligation, liability, or damage arising from, related to,
or resulting from the failure of the Company’s shareholders to approve or adopt
the Share Increase Amendment.


 


7.             Assignment;
Exchange of Warrant.  Subject to
compliance with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”)
in whole or in part.  On the surrender
for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the


 


6





















 


“Transferor Endorsement Form”) and together with
evidence reasonably satisfactory to the Company demonstrating compliance with
applicable securities laws, which shall include, without limitation, a legal
opinion from the Transferor’s counsel that such transfer is exempt from the
registration requirements of applicable securities laws, the Company at its
expense but with payment by the Transferor of any applicable transfer taxes)
will issue and deliver to or on the order of the Transferor thereof a new
Warrant of like tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of the Warrant so surrendered
by the Transferor.


 


8.             Replacement of
Warrant.  On receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of
any such mutilation, on surrender and cancellation of this Warrant, the Company
at its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.


 


9.             Registration
Rights.  The Holder of this Warrant
has been granted certain piggyback registration rights by the Company.


 


10.           Maximum Exercise.
Notwithstanding anything contained herein to the contrary, the Holder shall not
be entitled to exercise this Warrant for, or be required to receive pursuant to
the terms of this Warrant, that number of shares of Common Stock which, when
added to the number of shares of Common Stock otherwise beneficially owned by
such Holder including those issuable upon conversion of notes held by such
Holder would exceed 4.99% of the outstanding shares of Common Stock of the
Company at the time of exercise.  For the
purposes of the immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Exchange Act and
Regulation 13d-3 thereunder.  The
conversion limitation described in this Section 3.2 shall automatically
become null and void without any notice to the Company upon the occurrence and
during the continuance beyond any applicable grace period of an Event of
Default, or upon 75 days prior notice to the Company.


 


11.           Warrant Agent.  The Company may, by written notice to the
each Holder of the Warrant, appoint an agent for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 0,
exchanging this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.


 


12.           Transfer on the
Company’s Books.  Until this Warrant
is transferred on the books of the Company, the Company may treat the
registered holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.


 


13.           Notices, Etc.  All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by first class registered
or certified mail, postage prepaid, at such address as may have been furnished
to the Company in writing by such Holder or, until 


 


7





















 


any such Holder furnishes to the Company an address,
then to, and at the address of, the last Holder of this Warrant who has so
furnished an address to the Company.


 


14.           Miscellaneous.  This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Warrant shall be governed by and construed in
accordance with the laws of State of New York without regard to principles of
conflicts of laws.  Any action brought
concerning the transactions contemplated by this Warrant shall be brought only
in the state courts of New York or in the federal courts located in the state
of New York; provided, however, that the Holder may choose to waive this
provision and bring an action outside the state of New York.  The Company agrees to submit to the
jurisdiction of such courts and waive trial by jury.  The prevailing party shall be entitled to
recover from the other party its reasonable attorney’s fees and costs.  In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law.  Any such provision
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of this Warrant.  The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof.  The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision. 
The Company acknowledges that legal counsel participated in the
preparation of this Warrant and, therefore, stipulates that the rule of
construction that ambiguities are to be resolved against the drafting party
shall not be applied in the interpretation of this Warrant to favor any party
against the other party.


 


[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS.]


 


8





















 


IN WITNESS
WHEREOF, the Company has executed this Warrant as of the date first written
above. 


 


	
   

  	
  CORGENIX
  MEDICAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglass T. Simpson

  	
   

  
	
   

  	
  Name:

  	
  Douglass T. Simpson

  
	
   

  	
  Title:

  	
  President and CEO

  



 


9





















 


EXHIBIT A


 


FORM OF
SUBSCRIPTION


(To Be Signed Only On Exercise Of Warrant)


 


TO:         Corgenix
Medical Corporation


 


Attention:              Chief Financial Officer


 


The undersigned, pursuant to
the provisions set forth in the attached Warrant (No.        ),
hereby irrevocably elects to purchase (check applicable box):


 


	
  o

  	
   

  	
   

  	
  shares of
  the Common Stock covered by such Warrant; or

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  the maximum
  number of shares of Common Stock covered by such Warrant pursuant to the
  cashless exercise 

  
	
   

  	
   

  	
  procedure
  set forth in Section 2.

  



 


The undersigned herewith makes
payment of the full Exercise Price for such shares at the price per share
provided for in such Warrant, which is $                      .  Such payment takes the form of (check
applicable box or boxes):


 


	
  o

  	
   

  	
  $                   in lawful money of the United States; and/or

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  the
  cancellation of such portion of the attached Warrant as is exercisable for a
  total of              shares
  of 

  
	
   

  	
   

  	
  Common Stock
  (using a Fair Market Value of $                 per
  share for purposes of this calculation); and/or

  
	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  the cancellation
  of such number of shares of Common Stock as is necessary, in accordance with
  the formula 

  
	
   

  	
   

  	
  set forth in
  Section 2.2, to exercise this Warrant with respect to the maximum number
  of shares of Common Stock purchasable pursuant to the cashless exercise
  procedure set forth in Section 2.

  



 


The undersigned requests that
the certificates for such shares be issued in the name of, and delivered to                                   
                                                          
whose address is
                                                                                                                               .


 


The undersigned represents and
warrants that all offers and sales by the undersigned of the securities
issuable upon exercise of the within Warrant shall be made pursuant to
registration of the Common Stock under the Securities Act of 1933, as amended
(the “Securities Act”) or pursuant to an exemption from registration under the
Securities Act.


 


	
   

  	
   

  
	
  Dated:

  	
  (Signature must
  conform to name of holder as

  specified on the face of the Warrant)

  
	
   

  	
   

  
	
   

  	
    Address:

  	
   

  
	
   

  	
   

  	
   

  



 


A-1





















 


EXHIBIT B


 


FORM OF TRANSFEROR ENDORSEMENT

(To Be Signed Only On Transfer Of Warrant)


 


For value received, the undersigned
hereby sells, assigns, and transfers unto the person(s) named below under the
heading “Transferees” the right represented by the within Warrant to purchase
the number of shares of Common Stock of Corgenix Medical Corporation into which
the within Warrant relates specified under the heading “Number Transferred”
opposite the name(s) of such person(s) and appoints each such person Attorney
to transfer its respective right on the books of Corgenix Medical Corporation
with full power of substitution in the premises.


 


	
  Transferees

  	
   

  	
  Address

  	
   

  	
  Number

  Transferred

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must conform to name of holder as

  specified on the face of the Warrant)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNED IN
  THE PRESENCE OF:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
  ACCEPTED AND
  AGREED:

  [TRANSFEREE]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  
							



 


B-1