Exhibit 10.2


 


THE SECURITIES REPRESENTED BY THIS DOCUMENT
AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR AN EXEMPTION
THEREFROM AS CONFIRMED BY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER
SAID SECURITIES ACT, PROVIDED THAT NO SUCH OPINION WILL BE REQUIRED IN
CONNECTION WITH A SALE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT IF THE
HOLDER PROVIDES TO THE MAKER A CUSTOMARY REPRESENTATION LETTER.  HEDGING TRANSACTIONS INVOLVING THOSE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.


 


#W       
        Warrants


 


Void after 5:00 p.m.,
Eastern Standard Time on March 30, 2015


 


COMMON STOCK PURCHASE WARRANT


 


OF


 


TECHNISCAN, INC.


 


FOR VALUE RECEIVED, subject to the
provisions hereinafter set forth, the undersigned, TechniScan, Inc., a
Delaware corporation (together with its successors and assigns, the “Issuer”),
hereby certifies that
                  
(and his successors and assigns) is entitled to subscribe for and purchase,
during the period specified in this Warrant, up to
           shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable common stock, par value $.001 per share (“Common
Stock”) of the Issuer, at an exercise price per share equal to the Warrant
Price then in effect, subject, however, to the provisions and upon the terms
and conditions hereinafter set forth. Capitalized terms used in this Warrant
and not otherwise defined herein shall have the respective meanings specified
in Section 8 hereof.


 


1. Term. The right to subscribe for
and purchase shares of Warrant Stock represented hereby shall commence on
            , 2010
and shall expire at 5:00 p.m., eastern time, on March 30, 2015 (such
period being the “Term”).


 


2. Method of Exercise Payment;
Issuance of New Warrant; Transfer and Exchange.


 


(a) Time of Exercise. The
purchase rights represented by this Warrant may be exercised in whole or in
part at any time and from time to time during the Term commencing on
              ,
2010.


 

















 


(b) Method of Exercise. The
Holder hereof may exercise this Warrant, in whole or in part, by the surrender
of this Warrant (with the exercise form attached hereto duly executed) at the
principal office of the Issuer, and by the payment to the Issuer of an amount
of consideration therefor equal to the Warrant Price in effect on the date of
such exercise multiplied by the number of shares of Warrant Stock with respect
to which this Warrant is then being exercised, payable at such Holder’s
election (i) by certified or official bank check or by wire transfer to an
account designated by the Issuer, (ii) by “cashless exercise” in
accordance with the provisions of subsection (c) of this Section 2 or
(iii) by a combination of the foregoing methods of payment selected by the
Holder of this Warrant.


 


(c) Cashless Exercise. In lieu
of exercising this Warrant by payment of cash, the Holder may exercise this
Warrant by a cashless exercise and shall receive the number of shares of Common
Stock equal to an amount (as determined below) by surrender of this Warrant at
the principal office of the Issuer together with a completed Notice of Exercise
in which event the Issuer shall issue to the Holder a number of shares of
Common Stock computed using the following formula:


 


X = Y - (A)(Y)


 


(B)


 


Where X = the number of shares of
Common Stock to be issued to the Holder.


 


Y = the number of shares of Common
Stock purchasable upon exercise of all of the Warrant or, if only a portion of
the Warrant is being exercised, the portion of the Warrant being exercised.


 


A = the Warrant Price.


 


B = the arithmetic mean of the Per
Share Market Value of one share of Common Stock on the three Trading Days
immediately preceding the date of exercise pursuant to this Section 2(c) or,
if the Common Stock did not trade on any such Trading Day, the arithmetic mean
of the Per Share Market Value of one share of Common Stock during the most
recent three Trading Days on which the Common Stock traded, provided that no
Trading Day that is more than 20 Trading Days prior to the date of exercise
shall be taken into account. If there has been no trading in the Common Stock
during the last 20 Trading Days, “B” shall equal the fair market value of one
share of Common Stock as determined in good faith by the Board and the Lead
Investor.


 


Any portion of this Warrant that is
not exercised as of 4:59 p.m., Easter Standard Time, on the last day of
the Term shall automatically be deemed to have been exercised by the Holder
pursuant to this Section 2(c).


 


(d) Issuance of Stock
Certificates. In the event of any exercise of the rights represented by this
Warrant in accordance with and subject to the terms and conditions hereof, (i) certificates
for the shares of Warrant Stock so purchased shall be dated the date of such
exercise and delivered to the Holder hereof within a reasonable time, not
exceeding three (3) Trading Days after such exercise (the “Delivery
Date) or, at the request of the Holder, issued and delivered to the
Depository Trust Company (“DTC”) account on the Holder’s behalf via the
Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable
time, not exceeding three (3) Trading Days after such exercise, and the
Holder hereof shall be deemed for all purposes to be the Holder of the shares
of Warrant Stock so purchased as of the date of such exercise and (ii) unless
this Warrant has expired, a new Warrant representing the number of shares of
Warrant Stock, if any, with respect to which this Warrant shall not then have
been exercised (less any amount thereof which shall have been canceled in
payment or partial payment of the Warrant Price as hereinabove provided) shall
also be issued to the Holder hereof at the Issuer’s expense within such time.


 


(e) Transferability of Warrant.
Subject to Section 2(g)(i) below, this Warrant may be transferred by
the Holder hereof without the consent of the Issuer. If transferred pursuant to
this paragraph, this Warrant may be transferred on the books of the Issuer by
the Holder hereof or by the Holder’s duly authorized attorney, upon surrender
of this


 

















 


Warrant at the principal office of
the Issuer with a completed assignment in the form attached hereto and upon payment
of any necessary transfer tax or other governmental charge imposed upon such
transfer. This Warrant is exchangeable at the principal office of the Issuer
for Warrants for the purchase of the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of
shares of Warrant Stock as the Holder hereof shall designate at the time of
such exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant hereto.


 


(f) Continuing Rights of
Holder. The Issuer will, at the time of or at any time after each exercise of
this Warrant, upon the request of the Holder hereof, acknowledge in writing the
extent, if any, of its continuing obligation to afford to such Holder all
rights to which such Holder shall continue to be entitled after such exercise
in accordance with the terms of this Warrant, provided that if any such Holder shall
fail to make any such request, the failure shall not affect the continuing
obligation of the Issuer to afford such rights to such Holder.


 


(g) Compliance with Securities
Laws.


 


(i) The Holder of this Warrant,
by acceptance hereof, acknowledges that this Warrant and the shares of Warrant
Stock to be issued upon exercise hereof are being acquired solely for the
Holder’s own account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or otherwise dispose of
this Warrant or any shares of Warrant Stock to be issued upon exercise hereof
except pursuant to an effective registration statement, or an exemption from
registration, under the Securities Act and any applicable state securities
laws.  If, at the time of the surrender
of this Warrant in connection with any transfer of this Warrant, the transfer
of this Warrant shall not be registered pursuant to an effective registration
statement under the Securities Act and under applicable state securities or
blue sky laws, the Issuer may require, as a condition of allowing such transfer
that the Holder or transferee of this Warrant, as the case may be, furnish to
the Issuer a written opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in comparable
transactions) to the effect that such transfer may be made without registration
under the Securities Act and under applicable state securities or blue sky
laws.


 


(ii) Except as provided in
paragraph (iii) below, this Warrant and all certificates representing
shares of Warrant Stock issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form:


 


THE SECURITIES REPRESENTED BY THIS
DOCUMENT [AND THE SHARES ISSUABLE UPON EXERCISE THEREOF] HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OR AN EXEMPTION THEREFROM
AS CONFIRMED BY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID
SECURITIES ACT, PROVIDED THAT NO SUCH OPINION WILL BE REQUIRED IN CONNECTION
WITH A SALE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT IF THE HOLDER
PROVIDES TO THE MAKER A CUSTOMARY REPRESENTATION LETTER.  HEDGING TRANSACTIONS INVOLVING THOSE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.


 


Such legend may be removed as
provided in Sections 3.13 and 5.1 of the Purchase Agreement.


 


(iii) The restrictions imposed
by this subsection (g) upon the transfer of this Warrant or the shares of
Warrant Stock to be purchased upon exercise hereof shall terminate (A) upon
the effectiveness of a registration statement under the Securities Act with
respect to the securities to be transferred and/or delegended, (B) upon
any sale of such securities


 

















 


pursuant to Rule 144 or in a
manner that complies with an exemption from registration, or (C) if such
securities are eligible for sale pursuant to Rule 144 without regard to
volume limitations, manner-of-sale restrictions or current public information
requirements. Whenever such restrictions shall cease and terminate as to any
such securities, the Holder thereof shall be entitled to receive from the
Issuer (or its transfer agent and registrar), without expense (other than
applicable transfer taxes, if any), new Warrants (or, in the case of shares of
Warrant Stock, new stock certificates) of like tenor not bearing the applicable
legend required by paragraph (ii) above relating to the Securities Act and
state securities laws.


 


(h) Buy In.


 


In addition to any other rights available
to the Holder, if the Issuer fails to cause its transfer agent to transmit to
the Holder a certificate or certificates representing the Warrant Stock
pursuant to an exercise on or before the Delivery Date, and if after such date
the Holder is required by its broker to purchase (in an open market transaction
or otherwise) shares of Common Stock to deliver in satisfaction of a sale by
the Holder of the Warrant Stock which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Issuer shall (1) pay in cash
to the Holder the amount by which (x) the Holder’s total purchase price
(including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to
the Holder in connection with the exercise at issue times, (B) the price
at which the sell order giving rise to such purchase obligation was executed,
and (2) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of shares of Warrant Stock for which such
exercise was not honored or deliver to the Holder the number of shares of
Common Stock that would have been issued had the Issuer timely complied with
its exercise and delivery obligations hereunder. For example, if the Holder
purchases Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to an attempted exercise of shares of Common Stock with an
aggregate sale price giving rise to such purchase obligation of $10,000, under
clause (1) of the immediately preceding sentence the Issuer shall be
required to pay the Holder $1,000. The Holder shall provide the Issuer written
notice indicating the amounts payable to the Holder in respect of the Buy-In,
together with applicable confirmations and other evidence reasonably requested
by the Issuer. Nothing herein shall limit a Holder’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Issuer’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of this Warrant as required pursuant to
the terms hereof.


 


3. Stock Fully Paid; Reservation and
Listing of Shares; Covenants.


 


(a) Stock Fully Paid. The
Issuer represents, warrants, covenants and agrees that all shares of Warrant
Stock which may be issued upon the exercise of this Warrant or otherwise
hereunder will, upon issuance, be duly authorized, validly issued, fully paid
and non-assessable and free from all taxes, liens and charges created by or
through Issuer. The Issuer further covenants and agrees that during the period
within which this Warrant may be exercised, the Issuer will at all times have
authorized and reserved for the purpose of the issue upon exercise of this
Warrant a number of shares of Common Stock equal to the total number of shares
of Common Stock exercisable hereunder to provide for the exercise of this Warrant
(without regard to limitations on exercisability set forth in Section 7).


 


(b) [reserved]


 


(c) Covenants. Until the sooner
to occur of the full exercise of this Warrant or the end of the Term, except
and to the extent as waived or consented to by the Holder, the Issuer shall not
by any action, including, without limitation, amending its Certificate of
Incorporation or bylaws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as


 

















 


set forth in this Warrant against
impairment or dilution. Without limiting the generality of the foregoing, the
Issuer will (a) not increase the par value of any Warrant Stock above the
amount payable therefor upon such exercise immediately prior to such increase
in par value, (b) take all such action as may be necessary or appropriate
in order that the Issuer may validly and legally issue fully paid and
nonassessable Warrant Stock upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof as may
be necessary to enable the Issuer to perform its obligations under this
Warrant.  If any event shall occur which
is dilutive to the Holder of this Warrant but which is not accounted for in Section 4,
the principles of this Section 4 shall be applied to that event in as
nearly an equivalent manner as may be practicable in order to confer upon
Holder the protections intended to be provided thereby.


 


(d) Loss, Theft, Destruction of
Warrants. Upon receipt of evidence satisfactory to the Issuer of the ownership
of and the loss, theft, destruction or mutilation of any Warrant and, in the
case of any such loss, theft or destruction, upon receipt of indemnity or
security satisfactory to the Issuer or, in the case of any such mutilation,
upon surrender and cancellation of such Warrant, the Issuer will make and
deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor and representing the right to purchase the same number of
shares of Common Stock.  Delivery of a
lost security affidavit and indemnity in the form of Exhibit B shall
satisfy the requirements of this paragraph with respect to any such lost, theft
or destruction.


 


4. Adjustment of Warrant Price and
Warrant Share Number. (a) The number of shares of Common Stock for which
this Warrant is exercisable, and the price at which such shares may be
purchased upon exercise of this Warrant, shall be subject to adjustment from
time to time as set forth in this Section 4. The Issuer shall give the
Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with Section 5.
Notwithstanding any adjustment hereunder, at no time shall the Warrant Price be
increased except pursuant to Section 4(a)(i).


 


(i) If
The Issuer shall effect a stock split of the outstanding Common Stock, the
applicable Warrant Price in effect immediately prior to the stock split shall
be proportionately decreased. If The Issuer shall combine the outstanding
shares of Common Stock, the applicable Warrant Price in effect immediately
prior to the combination shall be proportionately increased.


 


(ii) If
the Issuer shall at any time make or issue or set a record date for the
determination of holders of securities entitled to receive a dividend or other
distribution payable in shares of Common Stock, then, and in each event, the
applicable Warrant Price in effect immediately prior to such event shall be
decreased as of the time of such issuance or, in the event such record date
shall have been fixed, as of the close of business on such record date, by
multiplying, the applicable Warrant Price then in effect by a fraction:


 


(1) the
numerator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date; and


 


(2) the
denominator of which shall be the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution.


 


(iii) If
the Issuer shall at any time make or issue or set a record date for the
determination of holders of securities entitled to receive a dividend or other
distribution or securities or other property other than as described in
paragraph (ii) above or in paragraph (vii) below, then, and in each
event, an appropriate revision to the applicable Warrant Price shall be made
and provision shall be made (by adjustments of the Warrant Price or otherwise)
so that Holder shall receive upon


 

















 


exercise
hereof, in addition to the number of shares of Common Stock receivable thereon,
the securities (of the Issuer or any other applicable issuer) and other
property which they would have received had this Warrant been exercised on the
date of such event and had they thereafter, during the period from the date of
such event to and including the exercise date, retained such securities and
other property (together with any distributions payable thereon during such
period), giving application to all adjustments called for during such period
under this Section 4(a) with respect to the rights of the Holder.


 


(iv) If
the shares of Common Stock issuable upon exercise of this Warrant shall be
changed to the same or a different number of shares of any class or classes of
stock or other securities, whether by reclassification, exchange, substitution
or otherwise (other than as provided in paragraphs (i) through (iii) above
or (v) below), then an appropriate revision to the Warrant Price shall be
made and provisions shall be made (by adjustments of the Warrant Price or
otherwise) so that the Holder shall have the right thereafter to exercise this
Warrant for the kind and amount of shares of stock and other securities
receivable upon reclassification, exchange, substitution or other change, by
holders of the number of shares of Common Stock for which this Warrant might
have been exercised immediately prior to such reclassification, exchange,
substitution or other change, all subject to further adjustment as provided
herein.


 


(v) If
at any time or from time to time there shall be a capital reorganization of the
Issuer (other than as described in paragraphs (i) through (iv) above)
or there shall be a Liquidity Event (as defined in the Notes), then as a part
of such capital reorganization or Liquidity Event, provision shall be made (by
adjustments of the Warrant Price or otherwise) so that the Holder shall have
the right thereafter to exercise this Warrant for the kind and amount of shares
of stock and other securities or property of the Issuer or any successor
corporation that would have been receivable in respect of the aggregate shares
of Common Stock for which such Warrant might have been exercised immediately
prior to such capital reorganization or Liquidity Event, all subject to further
adjustment as provided herein.


 


(vi) In
the event the Issuer shall, at any time, from time to time, issue or sell any
additional shares of Common Stock (other than as provided in paragraphs (i) through
(v) above) (“Additional Shares of Common Stock”), at a price per
share less than the Warrant Price then in effect or without consideration, then
the Warrant Price upon each such issuance shall be reduced to a price equal to
the consideration per share paid for such Additional Shares of Common Stock.  No adjustment of the Warrant Price shall be
made under this Section 4(a)(vi) upon the issuance of any Additional
Shares of Common Stock which are issued pursuant to the exercise or conversion
of any Common Stock Equivalents if any such adjustment shall previously have
been made upon the issuance of such Common Stock Equivalents or upon the
issuance of any warrant or other rights therefor pursuant to Section 4(a)(vii).


 


(vii) If
(A) the Issuer shall issue or sell any securities convertible into or
exchangeable for, directly or indirectly, Common Stock (“Convertible
Securities”) or (B) any rights or warrants or options to purchase any
such Common Stock or Convertible Securities (collectively, the “Common Stock
Equivalents”) shall be issued or sold, and the price per share for which
Additional Shares of Common Stock may be issuable pursuant to any such Common
Stock Equivalent shall be less than the applicable Warrant Price then in
effect, or if, after any such issuance of Common Stock Equivalents, the price
per share for which Additional Shares of Common Stock may be issuable
thereafter is amended or adjusted, and such price as so amended shall be less
than the applicable Warrant Price in effect at the time of such amendment or
adjustment, then the applicable Warrant Price upon each such issuance or
amendment shall be reduced to a price equal to the lowest price


 
















 


per
share for which Additional Shares of Common Stock may be issuable pursuant to
such Common Stock Equivalent.


 


(viii) 
If, at any time after any adjustment of the Warrant Price then in effect shall
have been made pursuant to Section 4(a)(vii) as the result of any
issuance of warrants, other rights or Common Stock Equivalents, and such
warrants or other rights, or the right of exercise or exchange in such other
Common Stock Equivalents, shall expire, and all or a portion of such warrants
or other rights, or the right of exercise or exchange with respect to all or a
portion of such other Common Stock Equivalents, as the case may be shall not
have been exercised, such previous adjustment shall be rescinded and annulled
and the Additional Shares of Common Stock which were deemed to have been issued
by virtue of the computation made in connection with the adjustment so
rescinded and annulled shall no longer be deemed to have been issued by virtue
of such computation. Upon the occurrence of an event set forth in this Section 4(a)(viii),
there shall be a recomputation made of the effect of such Common Stock
Equivalents on the basis of treating the number of Additional Shares of Common
Stock or other property, if any, theretofore actually issued or issuable
pursuant to the previous exercise of any such warrants or other rights or any
such right of exercise or exchange, as having been issued on the date or dates
of any such exercise and for the consideration actually received and receivable
therefor.


 


(ix)   If the Issuer shall, directly or indirectly
through a subsidiary or otherwise, purchase, redeem or otherwise acquire any
shares of Common Stock at a price per share greater than the Per Share Market
Value, then the Warrant Price upon each such purchase, redemption or
acquisition shall be adjusted to that price determined by multiplying such
Warrant Price by a fraction (i) the numerator of which shall be the number
of shares of Common Stock outstanding immediately prior to such purchase,
redemption or acquisition minus the number of shares of Common Stock which the
aggregate consideration for the total number of such shares of Common Stock so
purchased, redeemed or acquired would purchase at the Per Share Market Value;
and (ii) the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such purchase, redemption or acquisition.
For the purposes of this subsection 4(a)(ix), a purchase, redemption or
acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the
underlying Common Stock, and the computation herein required shall be made on
the basis of the full exercise, exercise or exchange of such Common Stock
Equivalent on the date as of which such computation is required hereby to be
made, whether or not such Common Stock Equivalent is actually exercisable,
convertible or exchangeable on such date.


 


(x) 
In case any shares of Common Stock or any Common Stock Equivalents shall be
issued or sold in connection with any merger or consolidation in which the
Issuer is the surviving corporation (other than any consolidation or merger in
which the previously outstanding shares of Common Stock shall be changed to or
exchanged for the stock or other securities of another corporation), the amount
of consideration therefor shall be, deemed to be the fair value, as determined
reasonably and in good faith by the Board of Directors of the Issuer, of such
portion of the assets and business of the nonsurviving corporation as such
Board may determine to be attributable to such shares of Common Stock or Common
Stock Equivalents.


 


(xi) 
Anything herein to the contrary notwithstanding, the Issuer shall not be
required to make any adjustment to the Warrant Price in connection with a
Permitted Issuance.


 


(xii) 
To the extent that any Additional Shares of Common Stock or any Common Stock
Equivalents (or any warrants or other rights therefor) shall be issued for cash
consideration, the consideration received by the Issuer therefor shall be the
amount of the cash received by the Issuer therefor, or, if such Additional
Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
for subscription, the subscription price, or, if such Additional Shares of


 

















 


Common
Stock or Common Stock Equivalents are sold to underwriters or dealers for
public offering without a subscription offering, the initial public offering
price (in any such case subtracting any amounts paid or receivable for accrued
interest or accrued dividends and without taking into account any compensation,
discounts or expenses paid or incurred by the Issuer for and in the
underwriting of, or otherwise in connection with, the issuance thereof). To the
extent that such issuance shall be for a consideration other than cash, then,
except as herein otherwise expressly provided, the amount of such consideration
shall be deemed to be the fair value of such consideration at the time of such
issuance as mutually determined in good faith by the Board of Directors of the
Issuer and the Lead Investor (as defined in the Purchase Agreement). The
consideration for each Additional Share of Common Stock issuable pursuant to
any warrants or other rights to subscribe for or purchase the same shall be the
consideration received by the Issuer for issuing all such warrants or other
rights divided by the number of shares of Common Stock issuable upon the
exercise of such warrants or rights; plus the additional consideration payable
to the Issuer upon exercise of such warrant or other right for one share of
Common Stock. The consideration for any Additional Shares of Common Stock
issuable pursuant to the terms of any Common Stock Equivalents shall be the
consideration received by the Issuer for issuing such Common Stock Equivalent,
divided by the number of shares of Common Stock issuable upon the exercise or
other exercise of such Common Stock Equivalent, plus the additional
consideration, if any, payable to the Issuer upon the exercise of the right of
exercise or exchange in such Common Stock Equivalent for one share of Common
Stock. In case of the issuance at any time of any Additional Shares of Common
Stock or Common Stock Equivalents in payment or satisfaction of any dividends
upon any class of stock other than Common Stock, the Issuer shall be deemed to
have received for such Additional Shares of Common Stock or Common Stock
Equivalents a consideration equal to the amount of such dividend so paid or
satisfied.


 


(xiii) 
If the Issuer shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend or distribution or subscription
or purchase rights and shall, thereafter and before the distribution to
stockholders thereof, legally abandon its plan to pay or deliver such dividend,
distribution, subscription or purchase rights, then thereafter no adjustment
shall be required by reason of the taking of such record and any such
adjustment previously made in respect thereof shall be rescinded and annulled.


 


(xiv) 
In connection with any event described in clause (iv) (including as a
result of any merger or consolidation in which the Issuer is the continuing or
surviving corporation) or (v) above or any other merger or consolidation
in which the Issuer shall not be the continuing or surviving corporation (a “Reorganization
Event”), unless the surviving entity in any such Reorganization Event is a
public company under the Exchange Act, the common equity securities of which
are traded or quoted on a national securities exchange or the OTC Bulletin
Board, the Holder, at its option, shall be permitted to require that the
Company pay to the Holder an amount equal to the Black-Scholes value of this
Warrant.


 


(b) Adjustments of Number of
Shares. In connection with an adjustment of the Warrant Price pursuant to
paragraphs (i) through (iii), (vi), (vii) or (ix) of this Section 4(a),
the number of shares of Common Stock issuable upon exercise of this Warrant
shall be increased such that the aggregate Warrant Price payable hereunder,
after taking into account the decrease in the Warrant Price, shall be equal to
the aggregate Warrant Price prior to such adjustment.


 


(c) Fractional Interests. In
computing adjustments under this Section 4, fractional interests in Common
Stock shall be taken into account to the nearest one one-hundredth (1/100th) of
a share and the Warrant Price shall be calculated to the nearest $.0001.


 

















 


(d) Form of Warrant after
Adjustments. The form of this Warrant need not be changed because of any
adjustments in the Warrant Price or the number and kind of securities
purchasable upon exercise of this Warrant.


 


5. Notice of Adjustments. Whenever
the Warrant Price or Warrant Share Number shall be adjusted pursuant to Section 4
hereof (for purposes of this Section 5, each an “adjustment”), the Issuer
shall cause its Chief Financial Officer to prepare and execute a certificate
setting forth, in reasonable detail, the event requiring the adjustment, the
amount of the adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Board made any determination
hereunder), and the Warrant Price and Warrant Share Number after giving effect
to such adjustment, and shall cause copies of such certificate to be delivered
to the Holder of this Warrant promptly after each adjustment.


 


6. Fractional Shares. No fractional
shares of Warrant Stock will be issued in connection with any exercise hereof,
but in lieu of such fractional shares, the Issuer shall at its option either (a) make
a cash payment therefor equal in amount to the product of the applicable
fraction multiplied by the Per Share Market Value then in effect or (b) issue
one whole share in lieu of such fractional share.


 


7. 
Certain Exercise Restrictions.


 


(a) Notwithstanding anything to
the contrary set forth in this Warrant, at no time may the Holder of this
Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock beneficially owned by such Holder at such time, the
number of shares of Common Stock which would result in such Holder beneficially
owning (as determined in accordance with Section 13(d) of the
Exchange Act and the rules thereunder) in excess of 4.999% of all of the
Common Stock outstanding at such time; provided, however, that upon the Holder
of this Warrant providing the Issuer with sixty-one (61) days notice (pursuant
to Section 13 hereof) that such Holder would like to waive this Section 7(a) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(a) will be of no force or effect with regard
to all or a portion of the Warrant referenced in such notice; provided,
further, that this provision shall be of no further force or effect during the
sixty-one (61) days immediately preceding the expiration of the term of this
Warrant.


 


(b)  Notwithstanding anything
to the contrary set forth in this Warrant, at no time may the Holder of this
Warrant exercise this Warrant if the number of shares of Common Stock to be
issued pursuant to such exercise would exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and
the rules thereunder) in excess of 9.999% of all of the Common Stock
outstanding at such time; provided, however, that upon the Holder of this
Warrant providing the Issuer with sixty-one (61) days notice (pursuant to Section 13
hereof) that such Holder would like to waive this Section 7(b) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(b) will be of no force or effect with regard
to all or a portion of the Warrant referenced in such notice; provided,
further, that this provision shall be of no further force or effect during the
sixty-one (61) days immediately preceding the expiration of the term of this
Warrant.


 


8. Definitions. For the purposes of
this Warrant, the following terms have the following meanings:


 


“Board” shall mean the Board
of Directors of the Issuer.


 


“Capital Stock” means and
includes (i) any and all shares, interests, participations or other
equivalents of or interests in (however designated) corporate stock, including,
without limitation, shares of preferred or preference stock, (ii) all
partnership interests (whether general or limited) in any Person which is a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or
ownership interests in any Person of any other type.


 

















 


“Certificate of Incorporation”
means the Certificate of Incorporation of the Issuer as in effect on the
Original Issue Date, and as hereafter from time to time amended, modified,
supplemented or restated in accordance with the terms hereof and thereof and
pursuant to applicable law.


 


“Common Stock” means the
Common Stock, par value $.001 per share, of the Issuer and any other Capital
Stock into which such stock may hereafter be changed, and any Other Common.


 


“Governmental Authority”
means any governmental, regulatory or self-regulatory entity, department, body,
official, authority, commission, board, agency or instrumentality, whether
federal, state or local, and whether domestic or foreign.


 


“Holders” mean the Persons
who shall from time to time own any Warrant. The term “Holder” means one of the
Holders.


 


“Original Issue Date” means
                  ,2010.


 


“OTC Bulletin Board” means
the over-the-counter electronic bulletin board.


 


“Other Common” means any
other Capital Stock of the Issuer of any class which shall be authorized at any
time after the Original Issue Date (other than Common Stock) and which shall
have the right to participate in the distribution of earnings and assets of the
Issuer without limitation as to amount.


 


“Permitted Issuances” means (1) issuances
of shares of Common Stock or options to employees, officers or directors of the
Company pursuant to any stock or option plan duly adopted by a majority of the
independent, non-employee members of the Board of Directors of the Company or a
majority of the members of a committee of independent, non-employee directors
established for such purpose; (2) issuances of securities upon the
exercise or exchange of or conversion of any securities exercisable or
exchangeable for or convertible into shares of Common Stock issued and
outstanding on the Original Issue Date (including this Warrant and the other
securities issued pursuant to the Purchase Agreement), provided that such
securities have not been amended (including by operation of any antidilution
provision contained therein) since the Original Issue Date to increase the
number of such securities or to decrease the exercise, exchange or conversion
price of any such securities; and (3) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the
disinterested directors, but not including a transaction with an entity whose
primary business is investing in securities or a transaction, the primary
purpose of which is to raise capital.


 


“Person” means an individual,
corporation, limited liability company, partnership, joint stock company,
trust, unincorporated organization, joint venture, Governmental Authority or
other entity of whatever nature.


 


“Per Share Market Value”
means on any particular date (a) the last trading price on any national
securities exchange on which the Common Stock is listed, or, if there is no
such price, the last sale price for a share of Common Stock in the over-the-counter
market, as reported by the OTC Bulletin Board or in the National Quotation
Bureau Incorporated or similar organization or agency succeeding to its
functions of reporting prices), at the close of business on such date, or (b) if
the Common Stock is not then traded on any national securities exchange or
reported by the OTC Bulletin Board or the National Quotation Bureau
Incorporated (or similar organization or agency succeeding to its functions of
reporting prices), then the average of the “Pink Sheet” quotes for the Common
Stock on such date, or (c) if the Per Share Market Value cannot be
determined as aforesaid, the fair market value of a share of Common Stock on
such date as determined by the Board and the Lead Investor in good faith,
without discount for lack of liquidity or minority interest.


 


“Purchase Agreement” means
the Note and Warrant Purchase Agreement dated as of March 30, 2010 among
the Issuer and the investors a party thereto.


 

















 


“Securities Act” means the
Securities Act of 1933, as amended, or any similar federal statute then in
effect.


 


“Subsidiary” means any
corporation at least 50% of whose outstanding Voting Stock, and a limited
liability company at least 50% of whose membership interests, shall at the time
be owned directly or indirectly by the Issuer or by one or more of its
Subsidiaries.


 


“Trading Day” means (a) a
day on which the Common Stock is traded on a national securities exchange or
quoted on the OTC Bulletin Board, or (b) if the Common Stock is not traded
on a national securities exchange or quoted on the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as reported by
the National Quotation Bureau Incorporated (or any similar organization or
agency succeeding its functions of reporting prices) or in the “pink sheets”;
provided, however, that in the event that the Common Stock is not traded or
quoted as set forth in (a) or (b) hereof, then Trading Day shall mean
any day except Saturday, Sunday and any day which shall be a legal holiday or a
day on which banking institutions in the State of New York are authorized or
required by law or other government action to close.


 


“Voting Stock” means, as
applied to the Capital Stock of any corporation, Capital Stock of any class or
classes (however designated) having ordinary voting power for the election of a
majority of the members of the Board of Directors (or other governing body) of
such corporation, other than Capital Stock having such power only by reason of
the happening of a contingency.


 


“Warrants” means the Warrants
issued and sold pursuant to the Purchase Agreement, including, without
limitation, this Warrant, and any other warrants of like tenor issued in
substitution or exchange for any thereof pursuant to the provisions of Section 2(e) hereof
or of any of such other Warrants.


 


“Warrant Price” means U.S.
$2.68, as such price may be adjusted from time to time as shall result from the
adjustments specified in this Warrant, including Section 4 hereto.


 


“Warrant Share Number” means
at any time the aggregate number of shares of Warrant Stock which may at such
time be purchased upon exercise of this Warrant, after giving effect to all
prior adjustments and increases to such number made or required to be made
under the terms hereof.


 


“Warrant Stock” means Common
Stock issuable upon exercise of any Warrant or Warrants or otherwise issuable
pursuant to any Warrant or Warrants.


 


10. Other Notices. In case at any
time:


 


(A) the Issuer shall make any
distributions to the holders of Common Stock; or


 


(B) the Issuer shall authorize
the granting to all holders of its Common Stock of rights to subscribe for or
purchase any shares of Capital Stock of any class or of any Common Stock
Equivalents or other rights; or


 


(C) there shall be any
reclassification of the Capital Stock of the Issuer; or


 


(D) there shall be any capital
reorganization by the Issuer; or


 


(E) there shall be any (i) consolidation
or merger involving the Issuer or (ii) sale, transfer or other disposition
of all or substantially all of the Issuer’s property, assets or business
(except a merger or other reorganization in which the Issuer shall be the
surviving corporation and its shares of Capital Stock shall continue to be
outstanding and unchanged and except a consolidation, merger, sale, transfer or
other disposition involving a wholly-owned Subsidiary); or


 

















 


(F) there shall be a voluntary
or involuntary dissolution, liquidation or winding-up of the Issuer or any
partial liquidation of the Issuer or distribution to holders of Common Stock;


 


then, in each of such cases, the
Issuer shall give written notice to the Holder of the date on which (i) the
books of the Issuer shall close or a record shall be taken for such dividend,
distribution or subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be, shall take place. Such notice also shall
specify the date as of which the holders of Common Stock of record shall
participate in such dividend, distribution or subscription rights, or shall be
entitled to exchange their certificates for Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, disposition, dissolution, liquidation or winding-up, as
the case may be. Such notice shall be given at least twenty (20) days prior to
the action in question and not less than twenty (20) days prior to the record
date or the date on which the Issuer’s transfer books are closed in respect thereto.
The Holder shall have the right to send a representative selected by it to each
meeting, who shall be permitted to attend, but not vote at, such meeting and
any adjournments thereof. This Warrant entitles each Holder to receive copies
of all financial and other information distributed or required to be
distributed to the holders of the Common Stock.


 


11. Amendment and Waiver. Any term,
covenant, agreement or condition in this Warrant may be amended, or compliance
therewith may be waived (either generally or in a particular instance and
either retroactively or prospectively), by a written instrument or written
instruments executed by the Issuer and the Lead Investor; provided, however,
that no such amendment or waiver shall reduce the Warrant Share Number,
increase the Warrant Price, shorten the period during which this Warrant may be
exercised or modify any provision of this Section 11 without the consent
of the Holder of this Warrant.


 


12. Governing Law; Venue; Waiver of
Jury Trial. This Warrant shall be governed by and construed in accordance with
the laws of the State of Delaware applied to contracts to be performed wholly
within the State of Delaware, without regard to conflicts of laws
principles.  Any judicial proceeding
brought against Issuer with respect to this Warrant or any related agreement
may be brought in any court located in the State of Delaware, United States of
America, and, by execution and delivery of this Warrant, Issuer accepts
for itself and in connection with its properties, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts, and
irrevocably agrees to be bound by any judgment rendered thereby in connection
with this Warrant.  Issuer hereby waives
personal service of any and all process upon it and consents that all such
service of process may be made by registered mail (return receipt requested)
directed to Issuer at its address set forth in the Purchase Agreement and
service so made shall be deemed completed five (5) days after the same
shall have been so deposited in the mails of the United States of America.  Nothing herein shall affect the right to
serve process in any manner permitted by law or shall limit the right of Holder
to bring proceedings against Issuer in the courts of any other jurisdiction.  Issuer waives any objection to jurisdiction
and venue of any action instituted hereunder and shall not assert any defense
based on lack of jurisdiction or venue or based upon forum non conveniens.  Any judicial proceeding by Issuer against
Holder involving, directly or indirectly, any matter or claim in any way
arising out of, related to or connected with this Warrant or any related
agreement, shall be brought only in a federal or state court located in the
State of Delaware.


 


ISSUER HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
(A) ARISING UNDER THIS WARRANT OR ANY OTHER INSTRUMENT, DOCUMENT OR
WARRANT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
OR ANY OF THEM WITH RESPECT TO THIS WARRANT OR ANY OTHER INSTRUMENT, DOCUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS
RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND


 

















 


EACH PARTY HEREBY CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY, AND THAT ANY PARTY TO THIS WARRANT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO
TRIAL BY JURY.


 


13. Notices. All notices and other
communications required or permitted hereunder will be provided and become
effective as set forth in Section 7.4 of the Purchase Agreement.


 


14. Warrant Agent. The Issuer may,
by written notice to each Holder of this Warrant, appoint an agent for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) or (c) of Section 2 hereof,
exchanging this Warrant pursuant to subsection (d) of Section 2
hereof or replacing this Warrant pursuant to subsection (e) of Section 2
hereof, 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.


 


15. Remedies. The Issuer stipulates
that the remedies at law of the Holder of this Warrant in the event of any
default or threatened default by the Issuer in the performance of or compliance
with any of the terms of this Warrant are not and will not be adequate and
that, to the fullest extent permitted by law, such terms may be specifically
enforced by a decree for the specific performance of any agreement contained
herein or by an injunction against a violation of any of the terms hereof or
otherwise.


 


16. Successors and Assigns. This
Warrant and the rights evidenced hereby shall inure to the benefit of and be
binding upon the successors and assigns of the Issuer, the Holder hereof and
(to the extent provided herein or in the other Transaction Documents) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by
any such Holder or Holder of Warrant Stock.


 


17. Modification and Severability.
If, in any action before any court or agency legally empowered to enforce any
provision contained herein, any provision hereof is found to be unenforceable,
then such provision shall be deemed modified to the extent necessary to make it
enforceable by such court or agency. If any such provision is not enforceable
as set forth in the preceding sentence, the unenforceability of such provision
shall not affect the other provisions of this Warrant, but this Warrant shall
be construed as if such unenforceable provision had never been contained
herein.


 


18. Headings. The headings of the
Sections of this Warrant are for convenience of reference only and shall not,
for any purpose, be deemed a part of this Warrant.


 


19. Voting. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Issuer prior to the exercise hereof as set forth in Section 2.


 


IN WITNESS WHEREOF, the Issuer has caused
this Warrant to be signed by its duly authorized officer as of
        ,2010.


 


	
   

  	
  TECHNISCAN, INC. a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
            By:

  	
  /s/ Steven K. Passey

  
	
   

  	
            Steven K. Passey

  
	
   

  	
            Chief Financial Officer