Exhibit 4.2


 


Exhibit A

to

Securities Purchase Agreement


 


FORM OF WARRANT


 


NEITHER THIS SECURITY NOR ANY SECURITIES
WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY
ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS, AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR LISTING
REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
COMPANY.


.


ASPYRA, INC.


 


COMMON STOCK WARRANT


 


	
  No.                  

  	
   

  	
          February            ,
  2009

  



 


ASPYRA,
INC., a California
corporation (the “Company”), hereby certifies that                                                                       ,
its permissible transferees, designees, successors and assigns (collectively,
the “Holder”), for value received, is entitled to purchase from the
Company at any time commencing on the effective date (the “Effective Date”),
which shall be the date of the Closing (as defined in the Securities Purchase Agreement,
dated as of February      , 2009, by and among
the Company and the Purchasers listed on Schedule 1 thereto (the “Securities
Purchase Agreement”)), and terminating on the third anniversary of such date
(the “Termination Date”) up to                           
shares (each, a “Share” and collectively the “Shares”) of the
Company’s common stock, no par value per Share (the “Common Stock”), at
an exercise price per Share equal to thirty one cents ($0.31) (the “Exercise
Price”).  The number of Shares
purchasable hereunder and the Exercise Price are subject to adjustment as
provided in Section 4 hereof.


 

















 


1.                                       Method of Exercise; Payment.


 


()             Cash Exercise.  The purchase rights represented by this
Warrant may be exercised by the Holder, in whole or in part, at any time, or
from time to time, by the surrender of this Warrant (with the notice of
exercise form (the “Notice of Exercise”) attached hereto as Exhibit A
duly executed) at the principal office of the Company, and by payment to the
Company of an amount equal to the Exercise Price multiplied by the number of
the Shares being purchased, which amount may be paid, at the election of the
Holder, by wire transfer or certified check payable to the order of the Company.
The person or persons in whose name(s) any certificate(s) representing
Shares shall be issuable upon exercise of this Warrant shall be deemed to have
become the holder(s) of record of, and shall be treated for all purposes
as the record holder(s) of, the Shares represented thereby (and such
Shares shall be deemed to have been issued) immediately prior to the close of
business on the date or dates upon which this Warrant is exercised.


 


(b)           Net Issue
Exercise. In lieu of exercising this warrant pursuant to Section l (a) hereof,
the Holder may elect to receive a number of Shares equal to of the value (as
determined below) of such portion of this Warrant (or the portion thereof being
canceled) by surrender of this Warrant at the principal office of the Company
together with Notice of Cashless Exercise annexed hereto as Exhibit C duly
executed; provided that the Net Issue Exercise set forth in this Section 1(b) is
subject to adjustments set forth in Section 4 of this Warrant. In such
event, the Company shall issue to the Holder a number of Shares computed using
the following formula:


 


	
   

  	
            X  =  Y
  (A-B)

  
	
   

  	
                          A

  



 


	
  Where 

  	
  X

  	
  =

  	
  the number of Shares to be issued to the Holder.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Y

  	
  =

  	
  the number of Shares subject to this Warrant or, if only a portion of
  this Warrant is being exercised, the portion of the Warrant being canceled
  (at the time of such calculation).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A

  	
  =

  	
  the fair market value of one share of the Company’s Common Stock (at
  the date of such calculation).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B

  	
  =

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

  



 


 


(c)           Fair Market Value.  For purposes of this Section 1, the fair
market value of the Company’s Common Stock shall mean:


 


()             The average of the
closing sales prices of the Company’s Common Stock quoted on the NYSE Alternext
(“Alternext”), or if the Alternext is not the principal market for the Company’s
Common Stock, then the Nasdaq Stock Market or in the Over-The-Counter Market
Summary or the closing price quoted on any other exchange on which the Common
Stock is listed, whichever is applicable, as published in the The Wall
Street Journal for the ten (10) trading days prior to the date of
determination of fair market value;


 

















 


()             If the Company’s
Common Stock is not traded on the Nasdaq Stock Market or Over-The-Counter or on
an exchange, the fair market value of the Common Stock per share shall be
agreed upon by the parties hereto.  If
parties cannot agree on the fair market value within five (5) business
days of delivery of the Notice of Exercise, the Board of Directors in good
faith shall determine the fair market value of the Common Stock; provided,
however, that the fair market value of the Common Stock shall be no greater
than the price at which the Company last sold its Common Stock or the exercise
price of its last granted options, whichever occurs later.


 


(d)           Stock
Certificates.  In the event of any
exercise of the rights represented by this Warrant, as promptly as practicable
after this Warrant is surrendered and delivered to the Company along with all
other appropriate documentation on or after the date of exercise and in any
event within ten (10) days thereafter, the Company at its expense shall
issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of Shares issuable upon such
exercise.  In the event this Warrant is
exercised in part, the Company at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of Shares for which this
Warrant may then be exercised.


 


(e)           Taxes.  The issuance of the Shares upon the exercise
of this Warrant, and the delivery of certificates or other instruments
representing such Shares, shall be made without charge to the Holder for any
tax or other charge in respect of such issuance.


 


2.                                       Warrant.


 


(a)           Exchange,
Transfer and Replacement.  At any
time prior to the exercise hereof, this Warrant may be exchanged upon presentation
and surrender to the Company, alone or with other warrants of like tenor of
different denominations registered in the name of the same Holder, for another
warrant or warrants of like tenor in the name of such Holder exercisable for
the aggregate number of Shares as the warrant or warrants surrendered.


 


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


 


(c)           Cancellation;
Payment of Expenses.  Upon the
surrender of this Warrant in connection with any transfer, exchange or
replacement as provided in this Section 2, this Warrant shall be
promptly canceled by the Company.  The
Holder shall 


pay all taxes and all other expenses (including legal expenses, if any,
incurred by the Holder or transferees) and charges payable in connection with
the preparation, execution and delivery of Warrants pursuant to this Section 2.


 

















 


(d)           Warrant
Register.  The Company shall
maintain, at its principal executive offices (or at the offices of the transfer
agent for the Warrant or such other office or agency of the Company as it may
designate by notice to the holder hereof), 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, as well as the name and
address of each transferee and each prior owner of this Warrant.


 


3.                                       Rights and Obligations of Holders of this
Warrant.  The Holder of this Warrant shall not, by
virtue hereof, be entitled to any rights of a stockholder in the Company,
either at law or in equity; provided, however, that in the event
any certificate representing shares of Common Stock or other securities is
issued to the holder hereof upon exercise of this Warrant, such holder shall,
for all purposes, be deemed to have become the holder of record of such Common
Stock on the date on which this Warrant, together with a duly executed Election
to Purchase, was surrendered and payment of the aggregate Exercise Price was
made, irrespective of the date of delivery of such Common Stock certificate.


 


4.                                       Adjustments.


 


(a)           Stock
Dividends, Reclassifications, Recapitalizations, Etc.  While this Warrant is outstanding, in the
event the Company:  (i) pays a
dividend in Common Stock or makes a distribution in Common Stock, (ii) subdivides
its outstanding Common Stock into a greater number of shares, (iii) combines
its outstanding Common Stock into a smaller number of shares or (iv) increases
or decreases the number of shares of Common Stock outstanding by
reclassification of its Common Stock (including a recapitalization in
connection with a consolidation or merger in which the Company is the
continuing corporation), then (1) the Exercise Price on the record date of
such division or distribution or the effective date of such action shall be
adjusted by multiplying such Exercise Price by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately before
such event and the denominator of which is the number of shares of Common Stock
outstanding immediately after such event, and (2) the number of shares of
Common Stock for which this Warrant may be exercised immediately before such
event shall be adjusted by multiplying such number by a fraction, the numerator
of which is the Exercise Price immediately before such event and the
denominator of which is the Exercise Price immediately after such event.


 


(b)           Combination:
Liquidation.  While this Warrant is
outstanding, (i) In the event of a Combination (as defined below), each
Holder shall have the right to receive upon exercise of the Warrant the kind
and amount of shares of capital stock or other securities or property which
such Holder would have been entitled to receive upon or as a result of such
Combination had such Warrant been exercised immediately prior to such event
(subject to further adjustment in accordance with the terms hereof).  Unless 


 

















 


paragraph (ii) is applicable to a Combination, the Company
shall provide that the surviving or acquiring Person (the “Successor Company”)
in such Combination will assume by written instrument the obligations under
this Section 4 and the obligations to deliver to the Holder such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, the Holder may be entitled to acquire. “Combination” means
an event in which the Company consolidates with, mergers with or into, or sells
all or substantially all of its assets to another Person, where “Person”
means any individual, corporation, partnership, joint venture, limited
liability company, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity; (ii)  In the event of (x) a Combination where
consideration to the holders of Common Stock in exchange for their shares is
payable solely in cash or (y) the dissolution, liquidation or winding-up
of the Company, the Holders shall be entitled to receive, upon surrender of
their Warrant, distributions on an equal basis with the holders of Common Stock
or other securities issuable upon exercise of the Warrant, as if the Warrant
had been exercised immediately prior to such event, less the Exercise
Price.  In case of any Combination
described in this Section 4, the surviving or acquiring Person and,
in the event of any dissolution, liquidation or winding-up of the Company, the
Company, shall deposit promptly with an agent or trustee for the benefit of the
Holders of the funds, if any, necessary to pay to the Holders the amounts to
which they are entitled as described above. 
After such funds and the surrendered Warrant are received, the Company
is required to deliver a check in such amount as is appropriate (or, in the
case or consideration other than cash, such other consideration as is
appropriate) to such Person or Persons as it may be directed in writing by the
Holders surrendering such Warrant.


 


(c)  Notice of Adjustment.  Whenever the Exercise Price or the number of
shares of Common Stock and other property, if any, issuable upon exercise of
the Warrant is adjusted, as herein provided, the Company shall deliver to the
holders of the Warrant in accordance with Section 10 a certificate
of the Company’s Chief Financial Officer setting forth, in reasonable detail,
the event requiring the adjustment and the method by which such adjustment was
calculated (including a description of the basis on which (i) the Board of
Directors determined the fair value of any evidences of indebtedness, other
securities or property or warrants, options or other subscription or purchase
rights and (ii) the Current Market Value of the Common Stock was
determined, if either of such determinations were required), and specifying the
Exercise Price and number of shares of Common Stock issuable upon exercise of
Warrant after giving effect to such adjustment.


 


(d)  Notice of Certain Transactions.  While this Warrant is outstanding, in the
event that the Company shall propose (a) to pay any dividend payable in
securities of any class to the holders of its Common Stock or to make any other
non-cash dividend or distribution to the holders of its Common Stock, (b) to
offer the holders of its Common Stock rights to subscribe for or to purchase
any securities convertible into shares of Common Stock or shares of stock of
any class or any other securities, rights or options, (c) to effect any
capital reorganization, reclassification, consolidation or merger affecting the
class of Common Stock, as a whole, or (d) to effect the voluntary or
involuntary dissolution, liquidation or winding-up of the Company, the Company
shall, within the 


 

















 


time limits specified below, send to each Holder a notice of such proposed
action or offer.  Such notice shall be
mailed to the Holders at their addresses as they appear in the Warrant Register
(as defined in Section 2(d)), which shall specify the record date
for the purposes of such dividend, distribution or rights, or the date such
issuance or event is to take place and the date of participation therein by the
holders of Common Stock, if any such date is to be fixed, and shall briefly
indicate the effect of such action on the Common Stock and on the number and
kind of any other shares of stock and on other property, if any, and the number
of shares of Common Stock and other property, if any, issuable upon exercise of
each Warrant and the Exercise Price after giving effect to any adjustment
pursuant to Section 4 which will be required as a result of such
action.  Such notice shall be given as
promptly as possible and (x) in the case of any action covered by clause (a) or
(b) above, at least ten (10) days prior to the record date for
determining holders of the Common Stock for purposes of such action or (y) in
the case of any other such action, at least twenty (20) days prior to the date
of the taking of such proposed action or the date of participation therein by
the holders of Common Stock, whichever shall be the earlier.


 


(e)  Current Market Value.  “Current Market Value” per share of
Common Stock or any other security at any date means (i) if the security
is not registered under the Securities Exchange Act of 1934 and/or traded on a
national securities exchange, quotation system or bulletin board, as amended
(the “Exchange Act”), (a) the value of the security, determined in
good faith by the Board of Directors of the Company and certified in a board
resolution, based on the most recently completed arm’s-length transaction between
the Company and a Person other than an affiliate of the Company or between any
two such Persons and the closing of which occurs on such date or shall have
occurred within the six-month period preceding such date, or (b) if no
such transaction shall have occurred within the six-month period, the value of
the security as determined by an independent financial expert or an agreed upon
financial valuation model or (ii) if the security is registered under the
Exchange Act and/or traded on a national securities exchange, quotation system
or bulletin board, the average of the daily closing bid prices (or the
equivalent in an over-the-counter market) for each day on which the Common
Stock is traded for any period on the principal securities exchange or other securities
market on which the common Stock is being traded (each, a “Trading Day”)
during the period commencing thirty (30) days before such date and ending on
the date one day prior to such date.


 


5.                                       Fractional Shares. 
In lieu of issuance of a fractional share upon any exercise hereunder,
the Company will issue an additional whole share in lieu of that fractional
share, calculated on the basis of the Exercise Price.


 


6.                                       Legends.  Prior to
issuance of the shares of Common Stock underlying this Warrant, all such
certificates representing such shares shall bear a restrictive legend to the
effect that the Shares represented by such certificate have not been registered
under the 1933 Act, and that the Shares may not be sold or transferred in the
absence of such registration or an exemption therefrom, such legend to be
substantially in the form of the bold-face language appearing at the top of Page 1
of this Warrant.


 

















 


7.             Disposition
of Warrants or Shares.  The Holder of
this Warrant, each transferee hereof and any holder and transferee of any
Shares, by his or its acceptance thereof, agrees that no public distribution of
Warrants or Shares will be made in violation of the provisions of the 1933
Act.  Furthermore, it shall be a
condition to the transfer of this Warrant that any transferee thereof deliver
to the Company his or its written agreement to accept and be bound by all of
the terms and conditions contained in this Warrant.


 


8.             Merger
or Consolidation.  The Company will
not merge or consolidate with or into any other corporation, or sell or
otherwise transfer its property, assets and business substantially as an
entirety to another corporation, unless the corporation resulting from such
merger or consolidation (if not the Company), or such transferee corporation,
as the case may be, shall expressly assume, by supplemental agreement
reasonably satisfactory in form and substance to the Holder, the due and
punctual performance and observance of each and every covenant and condition of
this Warrant to be performed and observed by the Company.


 


9.             Notices.  Except as otherwise specified herein to the
contrary, all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in writing by
certified or registered U.S. mail with return receipt requested and postage
prepaid; by private overnight delivery service (e.g. Federal Express); by
facsimile transmission (if no original documents or instruments must accompany
the notice); or by personal delivery. 
Any such notice shall be deemed to have been given (a) on the
business day immediately following the mailing thereof, if mailed by certified
or registered U.S. mail as specified above; (b) on the business day
immediately following deposit with a private overnight delivery service if sent
by said service; (c) upon receipt of confirmation of transmission if sent
by facsimile transmission; or (d) upon personal delivery of the
notice.  All such notices shall be sent
to the following addresses (or to such other address or addresses as a party
may have advised the other in the manner provided in this Section 9):


 


	
  if
  to the Company:

  	
   

  	
  Aspyra, Inc.

  
	
   

  	
   

  	
  26115-A Mureau Road

  
	
   

  	
   

  	
  Calabasas, California
  91302

  
	
   

  	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  	
  Facsimile: 

  	
   

  
	
   

  	
   

  	
   

  
	
  with
  copy to:

  	
   

  	
  Sichenzia Ross Friedman
  Ference LLP

  
	
   

  	
   

  	
  1065 Avenue of the
  Americas, 21st Floor

  
	
   

  	
   

  	
  New York, NY 10018

  
	
   

  	
   

  	
  Attention: Darrin M. Ocasio, Esq.

  
	
   

  	
   

  	
  Facsimile: (212) 930-9725

  
	
   

  	
   

  	
   

  
	
  if to the Holder:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  with
  a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facsimile:

  



 

















 


Notwithstanding the time
of effectiveness of notices set forth in this Section, an Election to Purchase
shall not be deemed effectively given until it has been duly completed and
submitted to the Company together with this original Warrant and payment of the
Exercise Price in a manner set forth in this Section.


 


10.           Limitation on
Exercise. Notwithstanding anything to the contrary contained herein, the
number of shares of Common Stock that may be acquired by the Holder upon
any exercise of this Warrant (or otherwise in respect hereof) shall be limited
to the extent necessary to insure that, following such exercise (or other
issuance), the total number of shares of Common Stock then beneficially owned
by such Holder and its affiliates and any other persons whose beneficial ownership
of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of
the Exchange Act, does not exceed [4.999%/9.999%] of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares
of Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. Each
delivery of an Exercise Notice hereunder will constitute a representation by
the Holder that it has evaluated the limitation set forth in this paragraph and
determined that issuance of the full number of Warrant Shares requested in such
Exercise Notice is permitted under this paragraph. This provision shall not
restrict the number of shares of Common Stock which a Holder may receive
or beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a merger or
other business combination or reclassification involving the Company. This
restriction may not be waived without the consent of the Holder.


 


11.           Governing
Law.  This Warrant shall be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed in the State of New York.


 


12.           Successors
and Assigns.  This Warrant shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


 


13.           Headings.  The headings of various sections of this
Warrant have been inserted for reference only and shall not affect the meaning
or construction of any of the provisions hereof.


 

















 


14.           Severability.
If any provision of this Warrant is held to be unenforceable under applicable
law, such provision shall be excluded from this Warrant, and the balance hereof
shall be interpreted as if such provision were so excluded.


 


15.           Modification
and Waiver.  This Warrant and any
provision hereof may be amended, waived, discharged or terminated only by an
instrument in writing signed by the Company and the Holder.


 


16.           Specific
Enforcement.  The Company and the
Holder acknowledge and agree that irreparable damage would occur in the event
that any of the provisions of this Warrant were not performed in accordance
with their specific terms or were otherwise breached.  It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent or cure breaches
of the provisions of this Warrant and to enforce specifically the terms and
provisions hereof, this being in addition to any other remedy to which either
of them may be entitled by law or equity.


 


17.           Assignment.  Subject to prior written approval by the
Company, this Warrant may be transferred or assigned, in whole or in part, at
any time and from time to time by the then Holder by submitting this Warrant to
the Company together with a duly executed Assignment in substantially the form
and substance of the Form of Assignment which accompanies this Warrant, as
Exhibit B hereto,
and, upon the Company’s receipt hereof, and in any event, within five (5) business
days thereafter, the Company shall issue a warrant to the Holder to evidence
that portion of this Warrant, if any as shall not have been so transferred or
assigned.


 


18.           Shareholder
Approval.    Unless and until Shareholder Approval has been
obtained and deemed effective, the Company shall not upon exercise of this
Warrant issue shares of Common Stock to the extent that such issuance, together
with all previous issuances of Common Stock pursuant to the exercise of all
Warrants and the conversion of all Notes issued pursuant to the Securities
Purchase Agreement would in the aggregate exceed a number of shares of Common
Stock equal to more than 19.99% of the Company’s issued and outstanding Common
Stock on the Closing Date.


 


(signature page immediately follows)


 

















 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed, manually or by facsimile,
by one of its officers thereunto duly authorized.


 




	
   

  	
  ASPYRA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: February 12, 2009

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:   President and Chief Executive Officer

  






 

















 


EXHIBIT A

TO

WARRANT CERTIFICATE


 


ELECTION TO
PURCHASE


 


To Be Executed by the
Holder

in Order to Exercise the Warrant


 


The undersigned Holder
hereby elects to purchase                Shares pursuant to the attached Warrant, and
requests that certificates for securities be issued in the name of:


 


 


(Please type or
print name and address)




 


 


(Social Security
or Tax Identification Number)


 


and delivered


to:


 


 


(Please type or
print name and address if different from above)


 


If such number of Shares
being purchased hereby shall not be all the Shares that may be purchased
pursuant to the attached Warrant, a new Warrant for the balance of such Shares
shall be registered in the name of, and delivered to, the Holder at the address
set forth below.


 


In full payment of the
purchase price with respect to the Shares purchased and transfer taxes, if any,
the undersigned hereby tenders payment of $                   
by check, money order or wire transfer payable in United States currency to the
order of ASPYRA, INC.


 


	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 

















 


EXHIBIT B

TO

WARRANT


 


FORM OF
ASSIGNMENT

(To be signed only on transfer of Warrant)


 


For value received, the
undersigned hereby sells, assigns, and transfers unto                           
the right represented by the within Warrant to purchase             
shares of Common Stock of Aspyra, Inc., a California corporation, to which
the within Warrant relates, and appoints                                       
Attorney to transfer such right on the books of Aspyra, Inc., a California
corporation, with full power of substitution of premises.


 


 


	
  Dated:

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
  (signature must conform to name

  
	
   

  	
  of holder as specified on the fact

  
	
   

  	
  of the Warrant)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  



 


 


Signed in the presence of
:


 


 


Dated:


 

















 


EXHIBIT C


TO


WARRANT


 


NOTICE OF EXERCISE OF COMMON STOCK WARRANT


PURSUANT TO NET ISSUE (“CASHLESS”) EXERCISE
PROVISIONS


 


Aspyra, Inc.


26115-A Mureau Road


Calabasas, California 91302


 


	
   

  	
  Number
  of Shares of

  Common Stock to be

  Issued Under this

  Notice:

  



 


CASHLESS EXERCISE


 


Gentlemen:


 


The undersigned, registered holder of the Warrant to Purchase Common
Stock delivered herewith (“Warrant”) hereby irrevocably exercises such Warrant
for, and purchases thereunder, shares of the Common Stock of ASPYRA, INC., a California corporation, as
provided below.  Capitalized terms used
herein, unless otherwise defined herein, shall have the meanings given in the
Warrant.  The portion of the Aggregate
Price (as hereinafter defined) to be applied toward the purchase of Common
Stock pursuant to this Notice of Exercise is $                ,
thereby leaving a remainder Aggregate Price (if any) equal to $                .  Such exercise shall be pursuant to the net
issue exercise provisions of Section 1(b) of the Warrant. Therefore,
the holder makes no payment with this Notice of Exercise.  The number of shares to be issued pursuant to
this exercise shall be determined by reference to the formula in Section 1(b) of
the Warrant which requires the use of the fair market value (as defined in Section 1(c) of
the Warrant) of the Company’s Common Stock on the business day immediately
preceding the day on which this Notice is received by the Company.  To the extent the foregoing exercise is for
less than the full Aggregate Price of the Warrant, the remainder of the Warrant
representing a number of Shares equal to the quotient obtained by dividing the
remainder of the Aggregate Price by the Warrant Price (and otherwise of like
form, tenor and effect) may be exercised under Section 1(b) of the
Warrant. For purposes of this Notice the term “Aggregate Price” means the
product obtained by multiplying (i) the number of shares of Common Stock
for which the Warrant is exercisable times the Warrant Price;


 

















 


	
   

  	
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