**Exhibit 10.5(d)**

 

**THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIESLAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR IRIS INTERNATIONAL, INC. (THE“COMPANY”) SHALL HAVE RECEIVED AN OPINION FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS IS NOTREQUIRED.**

 

**IRIS INTERNATIONAL, INC.**

 

**REDEEMABLE WARRANT TO PURCHASE 122,475 SHARES OF COMMON STOCK**

 

**Warrant No.: 0-10**

 

**Date of Issuance: April 22, 2004**

 

Iris International, Inc., a Delaware corporation (the“**Company**”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Oppenheimer & Co. Inc., the registered holder hereof or its permitted assigns, is entitled,subject to the terms and conditions of this Warrant and of that certain Securities Purchase Agreement, dated April 19, 2004 by and between the Company and the other parties thereto (as such agreement may be amended, supplemented and modified fromtime to time, the “**Purchase Agreement**”), to purchase from the Company, upon surrender of this Warrant (as defined below) at its principal office in the United States located at 9172 Eton Avenue, Chatsworth, California 91311 (or suchother location as the Company may advise the holder hereof in writing), at any time or times on or after October 22, 2004, but not after 5:00 p.m., Eastern Standard Time, on the Expiration Date (as defined below), 122,475 fully paid nonassessableshares of Common Stock (as defined below) of the Company at the Exercise Price per share provided in Section 1 of this Warrant, such Exercise Price and such number of shares of Common Stock to be delivered upon exercise of the Warrant being subjectto adjustment as provided in Section 9 of this Warrant. This Warrant is redeemable by the Company in accordance with the terms and conditions set forth in Section 4 of this Warrant. 

 

**Section 1. Definitions**. The following terms as used in this Warrant shall have the following meanings: 

 

“**Business Day**” means any day other than Saturday, Sunday orother day on which commercial banks in the City of New York, New York are required by law to remain closed. 

 

“**Cashless Exercise**” has the meaning specified in Section 2(e) hereof. 

 

“**Common Stock**” means (i) the common stock, par value $0.01 per share, of the Company, and (ii) any capitalstock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock. 

 

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“**Exchange Act**” means the Securities Exchange Act of 1934, as amended and the rules andregulations promulgated thereunder. 

 

“**Exercise DeliveryDocuments**” shall have the meaning specified in Section 2(a) hereof. 

 

“**Exercise Price**” shall be equal to $7.80, subject to further adjustment as hereinafter provided. 

 

“**Expiration Date**” means April 22, 2009 or, if such date does not fall on a Business Day, then the next Business Day. 

 

“**Person**” means an individual, a limited liability company, apartnership, a joint venture, a corporation, a trust, an unincorporated organization or association and a government or any department or agency thereof. 

 

“**Principal Market**” means the Nasdaq National Market (“Nasdaq”) or if the Common Stock is not traded on the Nasdaq, the thenprincipal securities exchange or trading market for the Common Stock. 

 

“**Securities Act**” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 

 

“**Trading Day**” shall mean (x) a day on which the Principal Market is open for business or (y) if the applicable security is not so listedon a Principal Market or admitted for trading or quotation, a Business Day. 

 

“**Trading Price**” of a security on any date of determination means: 

 

(1) the closing sales price as reported by the Nasdaq National Market on such date; 

 

(2) if such security is not so reported, the closing saleprice (or, if no closing sale price is reported, the last reported sale price) of such security (regular way) on the New York Stock Exchange on such date; 

 

(3) if such security is not listed for trading on the New York Stock Exchange on any such date, the closing sale price as reported in thecomposite transactions for the principal U.S. securities exchange on which such security is so listed; 

 

(4) if such security is not listed on a U.S. national or regional securities exchange, the last price quoted by Interactive DataCorporation for such security on such date or, if Interactive Data Corporation is not quoting such price, a similar quotation service selected by the Company; 

 

(5) if such security is not so quoted, the average of the mid-point of the last bid and ask prices for such security on such date fromat least two dealers recognized as market-makers for such security selected by the Company for this purpose; or 

 

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(6) if such security is not so quoted, the average of that last bid and ask prices forsuch security on such date from a dealer engaged in the trading of convertible securities selected by the Company for this purpose. 

 

“**Transfer Agent**” has the meaning specified in Section 2(a) hereof. 

 

“**Warrant**” means this Warrant and all warrants issued in exchange, transfer or replacement thereof.

 

“**Warrant Date**” has the meaning specified inSection 3 hereof. 

 

“**Warrant Shares**” means allshares of Common Stock issuable upon exercise of this Warrant. 

 

The definitionof certain other terms are specified in Section 9 hereof. 

 

**Section 2.Exercise of Warrant.**

 

(a) Subject to the terms andconditions hereof, including, without limitation, Section 2(c), this Warrant may be exercised by the holder hereof then registered as such on the books of the Company, in whole or in part, at any time on any Business Day on or after October 22, 2004and prior to 5:00 p.m., Eastern Standard Time, on the Expiration Date by: (i) delivery of a written notice, in the form of the subscription notice attached as Exhibit A hereto or a reasonable facsimile thereof (the “**ExerciseNotice**”), to the Company and the Company’s designated transfer agent (the “**Transfer Agent**”), of such holder’s election to exercise all or a portion of this Warrant on a Cashless Exercise basis in accordance withSection 2(d) hereof, which notice shall specify the number of Warrant Shares to be received upon such Cashless Exercise; and (ii) the surrender of this Warrant to the Company (the items to be delivered pursuant to clauses (i) and (ii) abovecollectively are referred to herein as the “**Exercise Delivery Documents**”); provided, however, that if such Warrant Shares are to be issued in any name other than that of the registered holder of this Warrant, such issuanceshall be deemed a transfer and the provisions of Section 8 of this Warrant shall be applicable. In the event of any exercise of the rights represented by this Warrant in compliance with this Section 2(a), the Company shall, within 3 Business Daysafter receipt of the Exercise Delivery Documents, issue and deliver to the address specified in the Exercise Notice, a certificate or certificates in such denominations as may be requested by the holder in the Exercise Notice, registered in the nameof the holder or its designee, for the number of shares of Common Stock to which the holder shall be entitled upon such exercise. Upon delivery of the Exercise Delivery Documents, the holder of this Warrant shall be deemed for all corporate purposesto have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. 

 

(b) Unless the rights represented by this Warrant shall have expired or shallhave been fully exercised, the Company shall, within 3 Business Days after receipt of the Exercise Delivery Documents, and at its own expense, issue a new Warrant identical in all respects to this Warrant exercised except it shall represent rightsto purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. 

 

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(c) Notwithstanding anything contained in this Warrant to the contrary, the Company shall not be requiredto issue fractions of shares of Common Stock upon exercise of this Warrant or to distribute certificates evidencing such fractional shares. If more than one Warrant shall be presented for exercise in full at the same time by the same holder, thenumber of full shares of Common Stock shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock purchasable on exercise of all Warrants so presented. In lieu of any fractionalshares, there shall be paid to the holder an amount of cash equal to the same fraction of the Current Market Value of a share of Common Stock. For purposes of Sections 2(c) and (d), the Current Market Value of a share of Common Stock shall be theTrading Price of a share of Common Stock for the Trading Day immediately prior to the date of such exercise. 

 

(d) The holder upon exercise of the Warrant will receive upon such exercise the “Net Number” of shares of Common Stock determined according tothe following formula (a “Cashless Exercise”): 

 

X =  
  Y x (A - B)   A
 

For purposes of theforegoing formula: 

 

X =
  the Net Number of shares of Common Stock to be issued to the holder.
Y =
  the number of shares of Common Stock subject to this Warrant for which the Warrant is being exercised.
A =
  the Current Market Value of one share of Common Stock on the date this Warrant is being exercised.
B =
  the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise, as adjusted.
 

**Section 3. Date; Duration**. Theissue date of this Warrant is April 22, 2004 (the “**Warrant Date**”). This Warrant, in all events, shall be wholly void and of no effect at 5:00 pm Eastern Standard Time on the Expiration Date. 

 

**Section 4. Taxes.**

 

(a) The Company shall pay any and all documentary, stamp, transfer and other similar taxes that may be payable with respectto the issuance and delivery of Warrant Shares upon exercise of this Warrant. 

 

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(b) Notwithstanding any other provision of this Warrant, for income tax purposes, the holder or anyassignee or transferee shall agree that the Company and the Transfer Agent shall be permitted to withhold from any amounts payable to such assignee or transferee any taxes required by law to be withheld from such amounts. Unless exempt from theobligation to do so, each assignee or transferee shall execute and deliver to the Company or the Transfer Agent, as applicable, a properly completed Form W-8 or W-9, indicating that such assignee or transferee is not subject to back-up withholdingfor United States federal income tax purposes. Each assignee or transferee that does not deliver such a form pursuant to the preceding sentence shall have the burden of proving to the Company’s reasonable satisfaction that it is exempt fromsuch requirement. 

 

(c) The issuance of certificates for sharesof Common Stock upon the exercise of this Warrant shall be made without charge to the holder of this Warrant for any issue tax in respect thereof; provided, however, that the Company shall not be required to pay any tax that may be payable inrespect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder hereof, and the Company shall not be required to issue or deliver such certificates or other securities unless and until theperson or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 

 

**Section 5. Warrant Holder Not Deemed a Stockholder**. Except as otherwise specificallyprovided herein, prior to the exercise of the Warrants represented hereby, the holder of this Warrant shall not be entitled, as such, to any rights of a stockholder of the Company, including, without limitation, the right to vote or to consent toany action of the stockholders of the Company, to receive dividends or other distributions, to exercise any preemptive right or to receive any notice of meetings of stockholders of the Company, and shall not be entitled to receive any notice of anyproceedings of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on such holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company,whether such liabilities are asserted by the Company or by creditors of the Company. 

 

**Section 6. Compliance with Securities Laws.**

 

(a) The holder of this Warrant, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and the Warrant Shares issuable upon exercise of this Warrant for its own account for investment only and not with a viewtowards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, the holder does notagree to hold this Warrant or any of the Warrant Shares for any minimum or other specific term and reserves the right to dispose of this Warrant and the Warrant Shares at any time in accordance with or pursuant to a registration statement or anexemption under the Securities Act. The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated bythe Securities and Exchange Commission under the Securities Act and was not organized for the specific purpose of acquiring this Warrant or Warrant Shares. 

 

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(b) This Warrant and all the Warrant Shares issued upon exercise hereof or conversion thereof shall bestamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws or any securities exchange upon which such Warrant Shares may, at the time of such exercise, be listed) on the facethereof unless, in the case of the Warrant Shares, the two-year holding period of the Warrant submitted for exercise has expired: 

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN APPLICABLE EXEMPTIONTHEREFROM. 

 

The legend set forth above shall be removed and theCompany (in the case of Warrants) or the Transfer Agent (in the case of Warrant Shares) shall issue a new Warrant or Warrant(s) of like tenor and aggregate principal amount, or a certificate or certificates representing Warrant Shares, asappropriate, without such legends to the holder of the Warrant(s) or Warrant Shares upon which they are stamped, (i) if such Warrant Shares are registered for resale under the Securities Act and are transferred or sold pursuant to a registration,(ii) if, in connection with a sale transaction, such holder provides the Company with an opinion of counsel reasonably acceptable to the Company to the effect that a public sale, assignment or transfer of the Warrant(s) or Warrant Shares may be madewithout registration under the Securities Act and that upon such public sale, assignment or transfer that the Warrants or Warrant Shares are no longer “restricted securities” under the meaning of Rule 144, or (iii) upon expiration of thetwo-year period under Rule 144(k) promulgated under the Securities Act (or any successor rule). In the event Rule 144(k) (or any successor rule) is amended to change the two-year period, the reference in the preceding sentence shall be deemed to bea reference to such changed period, provided that such change shall not become effective if it is otherwise prohibited by, or would otherwise cause a violation of, the then applicable federal securities laws. The Company shall not require suchopinion of counsel for the sale of the Warrant(s) or Warrant Shares in accordance with Rule 144 of the Securities Act, provided the Seller provides such representations that the Company shall reasonably request confirming compliance with therequirements of Rule 144. 

 

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**Section 7. Ownership and Transfer.**

 

(a) The Company shall maintain at its principal office designated on the first page of this Agreement or such other officeor agency of the Company as it may designate by notice to the holder hereof (provided that such other designated office shall be located in the United States) (a “**Designated Office**”), a register for this Warrant (the“**Warrant Register**”), in which the Company shall record the name and address of the person in whose name this Warrant has been issued. Upon the transfer of any Warrants in accordance with the provisions of clause (b) below, theCompany shall record the name and address of such new holder(s) as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the Warrant Register as the owner and holder thereof forall purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant. 

 

(b) This Warrant and all rights hereunder shall be assignable and transferable by the holder hereof to a Permitted Transferee upon surrender of thisWarrant with a properly executed assignment (in the form of **Exhibit B** hereto) at the Company’s Designated Office. For the purposes of this Warrant, a “**Permitted Transferee**” shall mean any person who delivers to theCompany his, her or its written agreement to accept and be bound by all of the terms and conditions contained in this Warrant. 

 

**Section 8. Adjustment of Exercise Price and Number of Shares Issuable Upon Exercise.**

 

The Exercise Price and the number of Warrant Shares issuable upon the exercise of each Warrant are subject to adjustmentfrom time to time upon the occurrence of the events enumerated in this Section 9. 

 

(a) In case the Company shall hereafter pay a dividend or make a distribution to all holders of the outstanding Common Stock in shares of Common Stock, the Exercise Price in effect at the opening of business on thedate following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be reduced by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the number of shares ofCommon Stock outstanding at the close of business on the record date of this Warrant fixed for such determination and (ii) the denominator shall be the sum of such number of shares and the total number of shares referred to in (i) above constitutingsuch dividend or other distribution. Such reduction in the Exercise Price shall become effective immediately after the opening of business on the day following the record date. If any dividend or distribution of the type described in this Section9(a) of this Warrant is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that otherwise then be in effect if such dividend or distribution had not been declared. 

 

(b) In case the outstanding shares of Common Stock shall be subdivided into agreater number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately reduced, and conversely, in case the outstandingshares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Exercise Price in effect at the opening of business on the day following the day upon which such combination becomes effective shall be 

 

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proportionately increased, such reduction or increase, as applicable, to become effective immediately after the opening of business on the day following theday upon which such subdivision or combination becomes effective. 

 

(c) The Company may make such reductions in the Exercise Price, in addition to those required by Sections 9(a) or (b) of this Warrant, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders ofCommon Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. 

 

(d) No adjustment in the Exercise Price shall be required under this Section9 unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this Section 9(d) are not required to be made shall be carried forward and takeninto account in any subsequent adjustment. All calculations under this Section 9 shall be made by the Company and shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be. No adjustment need be made for achange in the no par value of the Common Stock. 

 

(e) Noticeto Holders of Warrants Prior to Certain Actions. In case: 

 

(1) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Exercise Price pursuant to this Section 9; 

 

(2) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstandingCommon Stock, a change in par value, a change from par value to no par value or a change from no par value to par value), or any merger, consolidation, statutory share exchange or combination to which the Company is a party and for which approval ofany stockholders of the Company is required, or the sale, transfer or conveyance of all or substantially all of the assets of the Company; or 

 

(3) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; 

 

the Company shall cause to be provided to the holder of this Warrant at such address appearing in the Warrant Register at least ten (10)days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, thedate as of which the holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the date on which such reclassification, merger, consolidation, statutory share exchange,combination, sale, transfer, conveyance, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of CommonStock for securities, cash or other property deliverable upon such reclassification, merger, consolidation, statutory share exchange, combination, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defecttherein, shall not affect the legality or validity of the proceedings or actions described in clauses (1) through (4) of this Section 9(e). In addition, whenever the Exercise Price is 

 

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adjusted as provided in this Section 9, the Company shall prepare a notice of such adjustment of the Exercise Price setting forth the adjusted Exercise Priceand the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Exercise Price to the holder of each Warrant at his last address in the Warrant Register within twenty (20) days of the effective date ofsuch adjustment. Failure to deliver such notice nor any defect therein shall not effect the legality or validity of any such adjustment. 

 

(f) In any case in which this Section 9 provides that an adjustment shall become effective immediately after a record date for an event, the Company maydefer until the occurrence of such event (i) issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustmentrequired by such event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 2(c) of this Warrant.

 

(g) Upon each adjustment of the Exercise Price pursuant tothis Section 9, each Warrant shall thereupon evidence the right to purchase that number of Warrant Shares (calculated to the nearest hundredth of a share) obtained by multiplying the number of Warrant Shares purchasable immediately prior to suchadjustment upon exercise of the Warrant by the Exercise Price in effect immediately prior to such adjustment and dividing the product so obtained by the Exercise Price in effect immediately after such adjustment. The adjustment pursuant to thisSection 9(g) to the number of Warrant Shares purchasable upon exercise of a Warrant shall be made each time an adjustment of the Exercise Price is made pursuant to this Section 9. 

 

**Section 9. Lost, Stolen, Mutilated or Destroyed Warrants**. If this Warrant is lost, stolen, mutilated or destroyed, the Company shallpromptly, on receipt of an indemnification undertaking or other form of security reasonably acceptable to the Company (or in the case of a mutilated Warrant, the Warrant), issue a new Warrant of like denomination and tenor as this Warrant so lost,stolen, mutilated or destroyed. 

 

**Section 10. Notice**. All notices,requests, consents and other communications hereunder shall be in writing, shall be mailed (A) if within United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or byfacsimile, or (B) if delivered from outside the United States, by International Federal Express or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii)if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed, and (iv) if delivered by facsimile, upon electric confirmation ofreceipt, and shall be delivered as addressed as follows: 

 

If to the Company:

Iris International, Inc.

9172 Eton Avenue

Chatsworth, California 91311

Attn: Mr. Martin G. Paravato

Tel: 818-709-1244

Fax: 818-349-0622

 

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      with a copy to:
   
Sheppard Mullin Richter & Hampton, LLP
   
800 Anacapa Street
   
Santa Barbara, CA 93101
   
Attn: Joseph E. Nida, Esq.
   
Tel: (805) 879-1811
   
Fax: (805) 568-1955

      If to the Transfer Agent:
   
Continental Stock and Transfer Co.
   
17 Battery Place
   
New York, New York 10004
   
Telephone: (212) 509-4000
   
Facsimile: (212) 616-7608
   
Attention: Richard Biscovich

 

If to a holder of thisWarrant, to it at the address and facsimile number set forth below or at such other address and facsimile as shall be delivered to the Company upon the issuance or transfer of this Warrant. 

 
   
Oppenheimer & Co. Inc.
   
125 Broad Street, 16th Floor
   
New York, NY 10004
   
Attention: Kee Colen
   
Telephone: (212) 668-8124
   
Facsimile: (212) 425-2028

      with a copy to:
   
Brown Raysman Millstein Felder & Steiner LLP
   
900 Third Avenue
   
New York, NY 10022
   
Attention: Michael D. Maline
   
Telephone: (212) 895-2111
   
Facsimile: (212) 895-2900

 

**Section 11. Amendments**. ThisWarrant and any term hereof may be amended, changed, waived, discharged, or terminated only by an instrument in writing signed by the Company and holders of a majority of Warrant Shares represented by this Warrant. Such amendment, change, waiver,

 

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discharge or termination shall be binding on the Company and all of the Warrant holder’s assignees and transferees. No waivers of any term, condition orprovision of this Warrant in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, condition or provision. 

 

**Section 12. Obligations Binding on Successors**. This Warrant will be binding upon any entity succeeding to the Company in one or aseries of transactions by merger, consolidation or acquisition of all or substantially all of the Company’s assets or other similar transactions and shall inure to the benefit of the holder hereof and its successors, permitted assigns and legalrepresentatives. 

 

**Section 13. Governing Law; Consent to Jurisdiction**.This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law. The Company, and by its acceptance hereof, the holder of this Warrant eachirrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding orjudgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on the Company and such holder anywhere in the world by the samemethods as are specified for the giving of notices under this Warrant. The Company, and by its acceptance hereof, the holder of this Warrant each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding andto the laying of venue in such court. The Company, and by its acceptance hereof, the holder of this Warrant each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocablywaives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 

 

**Section 14. Descriptive Headings**. The headings of this Warrant are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

 

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**IN WITNESS WHEREOF**, the Company has caused this Warrant to be duly executed as of day and yearfirst above written. 

 
**COMPANY****IRIS INTERNATIONAL, INC.**
By:
 
/s/ Martin G. Paravato

Its:
 
Chief Financial Officer

 

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**EXHIBIT A TO WARRANT**

 

**FORM OF EXERCISE NOTICE**

 

The undersigned holder hereby exercises the right to purchase              of theshares of Common Stock (“**Warrant Shares**”) of Iris International, Inc., a Delaware corporation (the “**Company**”), evidenced by the attached Warrant (the “**Warrant**”). Capitalized terms used herein andnot otherwise defined shall have the respective meanings set forth in the Warrant. 

 

The undersigned holder hereby represents and warrants to the Company as follows: 

 

(a) The undersigned holder is (i) making a “Cashless Exercise” with respect to             Warrant Shares underlying the Warrant (to the extent permitted by the terms of the Warrant) or (ii) purchasing with immediately available funds             Warrant Shares underlying the Warrant; and 

 

(b) The undersigned holder has sold or will sell the shares of common stock issuable pursuant to this Notice pursuant to a registration statement or anexemption from registration under the Securities Act. 

 

Date:                    ,     

 

 
 
 

Name of Registered Holder
 
Tax ID of Registered Holder
  
(if applicable)

 

By:
 
 

Its:
 
 

ACKNOWLEDGMENT 

 

The Company hereby acknowledges this Exercise Notice and hereby directs Continental Stock and Transfer Co. to issue the above indicated number of sharesof Common Stock issuable upon exercise of the Warrant to the designated holder. 

 
**IRIS INTERNATIONAL, INC.**
By:
 
 

Its:
 
 

**EXHIBIT B TO WARRANT**

 

**FORM OF ASSIGNMENT**

 

FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to                            , Federal Identification No.            , a warrant to purchase              shares of the common stock of IRIS INTERNATIONAL, INC., a Delawarecorporation, represented by warrant certificate no.             , standing in the name of the undersigned on the books of said corporation. The undersigned does hereby irrevocablyconstitute and appoint                             , attorney to transfer the warrants of saidcorporation, with full power of substitution in the premises. 

 

Dated:                    , 200  

 

 

By:
 
 

Its: