Exhibit 4.1


MGC DIAGNOSTICS CORPORATION


WARRANT TO PURCHASE SHARES OF COMMON STOCK


	
  

 	
  

 
	
 Warrant No. __ 

 	
 August 1, 2014 

 




          THIS CERTIFIES
THAT ____________ or its registered assigns (the “Holder”), is entitled
to subscribe for and purchase from MGC Diagnostics Corporation, a Minnesota
corporation (the “Company”), at any time on or before the Expiration
Date (as defined below), 168,342 fully paid and nonassessable shares (the “Warrant
Shares”) of the Company’s Common Stock, par value $0.01 (the “Common
Stock”), at the Exercise Price (as defined below) on the terms and
conditions specified herein. 




          This
Warrant to Purchase Shares of Common Stock (“Warrant”) is subject to the
following provisions, terms and conditions:


          1.          Expiration
of the Warrant. This Warrant may be exercised at any time or after the date
hereof and on or prior to August 1, 2017, (the “Expiration Date”).


          2.          Exercise
Price. Subject to the adjustments below, the exercise price of this Warrant
is $7.96 per share (the “Exercise Price”).


          3.          Exercise
of Warrant. The Holder may exercise its right to purchase the Warrant
Shares or any permitted portion thereof, by surrendering this Warrant with the
form of notice executed by Holder, to the Company at its principal office,
accompanied by payment, in cash, by wire transfer to an account designated by
the Company, or by certified or bank check payable to the order of the Company,
of the aggregate Exercise Price for the number of Warrant Shares being
purchased. If the number of the Warrant Shares purchased is less than the
remaining Warrant Shares, the Company will, upon the exercise, execute and
deliver to the Holder hereof a new Warrant (dated the date hereof) evidencing
the number of Warrant Shares remaining. As soon as practicable after the
exercise of this Warrant and payment of the requisite Exercise Price, but no
less than ten business days, the Company will cause to be issued in the name of
and delivered to the Holder, a certificate or certificates representing the
number of Warrant Shares purchased.


          4.          Legend.
The Company may require that any certificate or certificates representing
ownership in the Warrant Shares issued hereunder contain on the face thereof a
legend substantially as follows:


The securities represented by this
certificate have not been registered under either the Securities Act of 1933,
as amended (the “Act”), applicable state blue sky laws, or the laws of any
foreign jurisdiction and are subject to specific investment representations.
These securities may not be sold, offered for sale or transferred in the
absence of an effective registration under the Act and such applicable state
blue sky laws, or foreign jurisdiction laws, or an opinion of counsel satisfactory
to the company that this registration is not required.


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          5.        Stock
Fully Paid; Reservation of the Warrant Shares. The Company covenants and
agrees that this Warrant has been authorized by all necessary corporate action,
that all of the Warrant Shares issuable upon the exercise of this Warrant will,
upon issuance, be duly authorized, validly issued, fully paid and nonassessable
and free from all liens. The Company covenants and agrees that, during the
period within which the rights represented by this Warrant may be exercised, it
will reserve, for the purpose of the issuance upon exercise of the purchase
rights evidenced by this Warrant, at least the number of shares of the Common
Stock as are issuable, from time to time, upon exercise of this Warrant.


          6.        Negotiability
and Transfer. This Warrant is issued upon the following terms, to which the
Holder consents and agrees:


	
  

 	
  

 
	
  

 	
 (a)          Title
 to this Warrant may be transferred in whole or in part only by endorsement
 (by the Holder hereof executing the form of assignment attached hereto) and
 delivery in the same manner as in the case of a negotiable instrument
 transferable by endorsement and delivery;

 
	
  

 	
  

 
	
  

 	
 (b)          Until
 this Warrant is transferred on the books of the Company, the Company may
 treat the registered holder of this Warrant as the absolute owner hereof for
 all purposes without being affected by any notice to the contrary; and 

 
	
  

 	
  

 
	
  

 	
 (c)          Any
 transfer of this Warrant must comply with applicable federal, state and any
 foreign jurisdiction securities laws. 

 






          The
Company and Holder also agree that in case of death of the Holder or, as the
case may be, his registered assigns, the rights under this Warrant can be
executed by the then-Holder’s legal heir or heirs. The heir(s) will be required to prove his title by a “certificate of
notoriety delivered by a Belgian notary public or the competent registration
office” (“certificat de hérédité rédigé par un notaire belge ou émise par le
bureau d’enregistrement compétent”) or any other equivalent certificate.”


          7.        Adjustment
of the Exercise Price and Number of the Warrant Shares. The number and kind
of securities purchasable upon the exercise of this Warrant and payment of the
Exercise Price will be subject to adjustment from time to time upon the
occurrence of certain events as follows. 


	
  

 	
  

 
	
  

 	
 (a)          Reclassification
 or Merger. In case of any reclassification, change or conversion of the
 Common Stock issuable upon the exercise of this Warrant (other than a change
 in par value, or as a result of a subdivision or combination), or in the case
 of any merger or consolidation of the Company with or into another
 corporation (other than a merger with another corporation in which the Company
 is the surviving corporation and that does not result in any reclassification
 or change of outstanding securities issuable upon exercise of this Warrant),
 or in the case of any sale of all or substantially all of the assets of the
 Company, the Company, or such successor or purchasing corporation, as the
 case may be, will execute and deliver to the Holder a new Warrant (in form
 and substance reasonably satisfactory to the Holder) providing that the
 Holder will have the right to exercise such new 

 





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 Warrant and
 upon such exercise to receive, in lieu of the shares of the Common Stock
 theretofore issuable upon exercise of this Warrant, the kind and amount of
 shares of stock, other securities, money and property receivable upon such
 reclassification, change or merger had the Warrant been exercised immediately
 prior to such event. Such new Warrant will provide for adjustments as nearly
 equivalent as may be practicable to the adjustments in this Section 7 to
 pursue the economic benefit intended to be conferred upon the Holder by this
 Warrant. The provisions of this Section 7(a) will similarly apply to
 successive reclassifications, changes, mergers and transfers.

 
	
  

 	
  

 
	
  

 	
 (b)          Subdivisions
 or Combination of the Warrant Shares. If the Company, at any time while
 this Warrant remains outstanding and unexpired, subdivides or combines the
 Common Stock or in the event of any dividend payable on the Common Stock in
 shares of Common Stock, the number of shares of Common Stock issuable upon
 exercise hereof will be proportionately adjusted and the Exercise Price
 increased or decreased, as the case may be, so that the aggregate Exercise
 Price of this Warrant at all times remains unchanged.

 
	
  

 	
  

 
	
  

 	
 (c)          Notices
 of Record Date. In the event of any taking by the Company of a record of
 its shareholders for the purpose of determining shareholders who are entitled
 to receive payment of any dividend or other distribution, any right to
 subscribe for, purchase or otherwise acquire any share of any class or any
 other securities or property, or to receive any other right, or for the
 purpose of determining shareholders who are entitled to vote in connection
 with any proposed merger or consolidation of the Company with or into any
 other corporation, or any proposed sale, lease or conveyance of all or
 substantially all of the assets of the Company, or any proposed liquidation,
 dissolution or winding up of the Company, the Company will mail to the
 Holder, as the holder of this Warrant, at least 10 days prior to the date specified
 therein, a notice specifying the date on which the record will be taken for
 the purpose of the dividend, distribution or right, and the amount and
 character of the dividend, distribution or right.

 
	
  

 	
  

 
	
  

 	
 (d)          Notice
 of Adjustments. Whenever the Exercise Price or the number of shares
 issuable upon the exercise of this Warrant is adjusted pursuant to the
 provisions hereof, the Company will within 30 days of the adjustment deliver
 a certificate signed by its chief financial officer to the Holder as the
 registered holder hereof setting forth, in reasonable detail, the event
 requiring the adjustment, the amount of the adjustment, the method by which
 such adjustment was calculated, and the Exercise Price after giving effect to
 such adjustment.

 






          8.       No
Voting Rights. This Warrant does not entitle the Holder to any voting
rights or other rights as a shareholder of the Company.


          9.      Notices.
All notices and other communications from the Company to the Holder of this
Warrant must be mailed, by first class mail, to the address furnished to the
Company in writing by the Holder, or, until an address is so furnished, to and
at the address of the last holder of this Warrant who has so furnished an
address to the Company. All communications from the Holder of 


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this Warrant
to the Company will be mailed by first class mail to the Company’s principal
office, or such other address as may have been furnished to the Holder in
writing by the Company.


          10.      Loss,
Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and in case of loss, theft, or destruction, of
indemnity or security reasonably satisfactory to it, and upon reimbursement to
the Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of this Warrant, if mutilated, the Company will make and
delivery a new warrant of like tenor and dated as of such cancellation in lieu
of this Warrant.


          11.      Acknowledgment
of the Holder. The Holder hereby represents and warrants as follows:


	
  

 	
  

 
	
  

 	
 (a)          Holder
 has been furnished with the Company’s most recent Annual Report on Form 10-K,
 together with all subsequently quarterly and periodic reports and has
 received from the Company such other information concerning its operations,
 financial condition and other matters that Holder has requested and
 considered all factors he deems material in deciding on the advisability of
 investing in the Company;

 
	
  

 	
  

 
	
  

 	
 (b)         To
 the extent requested, Holder has provided the Company with complete and
 accurate information in all material respects concerning his knowledge,
 experience and financial condition;

 
	
  

 	
  

 
	
  

 	
 (c)          As
 a sophisticated investor, Holder has such knowledge and experience in
 financial business matters that he or she is capable of evaluating the merits
 and risks of the prospective investment in this Warrant;

 
	
  

 	
  

 
	
  

 	
 (d)          Holder
 recognizes that investment in the Warrant may involve a high degree of risk,
 that transferability and resale is restricted and that, in the event of
 disposition of the underlying common stock, he or she could sustain a loss;

 
	
  

 	
  

 
	
  

 	
 (e)          Holder
 intends to hold the Warrant for investment purposes and not with a view to or
 for resale or distribution, and agrees that he or she will not sell or assign
 this Warrant without registration under all applicable securities laws or an
 appropriate exemption. 

 
	
  

 	
  

 
	
  

 	
 (f)          Holder
 undersigned understands and acknowledges that the Warrant has not been
 registered under the Act, applicable state blue sky laws, or applicable
 foreign jurisdiction laws pursuant to exemptions that depend upon this
 investment intention. The undersigned also understands and acknowledges that
 the underlying common stock has not been, nor will be registered under
 applicable securities laws and therefore will not be freely transferable and
 that the shares of the common stock will be marked with an appropriate legend
 reciting these resale restrictions;

 
	
  

 	
  

 
	
  

 	
 (g)          Holder
 is (i) an “Accredited Investor” for purposes of Regulation D promulgated
 under the Act, or (ii) if Holder is not an accredited investor, that Holder
 together with his, her or its personal representative has the knowledge and 

 





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 experience
 in financial and business matters that Holder is capable of evaluating the
 merits and risks of an investment in the Warrant and upon exercise the
 Warrant Shares; and

 
	
  

 	
  

 
	
  

 	
 (h)          Holder
 agrees that the Company is not providing Holder with any tax advice with
 respect to the receipt of this Warrant, the exercise of the Warrant, or and
 resale of the underlying common stock, and that Holder will consult with and
 rely on Holder’s own tax adviser.

 





          12.     Miscellaneous.


	
  

 	
  

 
	
  

 	
 (a)          The
 representations, warranties and agreements herein contained will survive the
 exercise of this Warrant. References to the “Holder of” include the immediate
 holders of the Warrant Shares purchased on the exercise of this Warrant, and
 the word “Holder” will include the plural thereof.

 
	
  

 	
  

 
	
  

 	
 (b)          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 the change, waiver, discharge or termination is sought. This Warrant will
 be construed and enforced in accordance with and governed by the laws of the
 State of Minnesota. The headings in this Warrant are for purposes of
 reference only, and do not limit or otherwise affect any of the terms hereof.
 The invalidity or unenforceability of any provision hereof does in no way
 affect the validity or enforceability of any other provision.

 
	
  

 	
  

 
	
  

 	
 (c)          The
 Company agrees that, in the event, any Holder exercises all or any portion of
 that Holder’s Warrant, the Company will, within 10 business days, after
 exercise, notify each other Holder. Notice may be given electronically to
 each Holder’s most recent email provided by Holder to the Company, with a confirmatory
 copy sent by registered or overnight mail.

 





 [signature
page follows]


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          IN
WITNESS WHEREOF, this Warrant has been duly executed by the undersigned, as of
this first day of August, 2014.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 MGC DIAGNOSTICS CORPORATION

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	
 Todd Austin,
 Chief Executive Officer

 	
  

 




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SUBSCRIPTION FORM


To be signed only upon exercise of the
Warrant.


          The
undersigned, the Holder of the within Warrant, hereby irrevocably elects to
exercise the purchase price right represented by the Warrant for, and to
purchase thereunder, ________ shares of the Common Stock of MGC Diagnostics
Corporation (the “Company”) to which the Warrant relates and herewith
makes payment of $___________ therefor in cash or by certified check and
requests delivery of the shares to the undersigned, the address for which or
for whom is set forth below the signature of the undersigned.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Signature of
 Holder

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
  

 	
 Its:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 ADDRESS FOR
 DELIVERY PURPOSES:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 




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ASSIGNMENT FORM


          FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the
assignee designated below (the “Assignee”) the undersigned’s entire
right, title and interest in and to the Warrant to purchase ________ shares of
the Common Stock of MGC Diagnostics Corporation (the “Company”), and
hereby irrevocably appoints ______________________________ as attorney-in-fact
to transfer such Warrant on the books of the Company.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Signature of
 Assignor

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Its:

 	
  

 



          The
Assignee represents that this Warrant and the shares issuable upon exercise
hereof or conversion thereof are being acquired for investment and that the
Assignee will not offer, sell or otherwise dispose of this Warrant or any
shares issuable upon exercise hereof or conversion thereof except under
circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws. Further, the Assignee
acknowledges that upon exercise of this Warrant, the Assignee will, if
requested by the Company, confirm in writing, in a form satisfactory to the
Company, that the shares so purchased are being acquired for investment and not
with a view toward distribution or resale.


	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Signature of
 Assignee

 






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