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Exhibit 10.24

No. WC-1

        THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION ANDMAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION, IN REASONABLYACCEPTABLE FORM AND SCOPE, OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS.

FISCHER IMAGING CORPORATION


WARRANT TO PURCHASE SHARES OF COMMON STOCK
(Expires February 22, 2010)


Warrant No. WC-1   2,000,000 Shares of Common Stock

        FORVALUE RECEIVED, subject to the provisions set forth below, the undersigned, Fischer Imaging Corporation, a Delaware corporation (the”Company“), hereby certifies that ComVest Investment Partners II LLC, a Delaware limited liability company or its registered assigns (the”Holder“), is entitled to purchase from the Company up to two million (2,000,000) fully paid and non-assessable shares (the”Warrant Shares“) of the Company’s common stock, $0.01 par value per share (the “Common Shares“), forcash at a price of four dollars and twenty five cents ($4.25) per share (the “Exercise Price“) at any time from and after August 23, 2005 (the”Exercise Date“) and until 5:00 p.m. (Mountain time) on February 22, 2010 (the “ExpirationDate“) upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed withthe Notice of Exercise attached hereto duly filled in and signed and, if applicable, upon payment in cash or by check of the aggregate Exercise Price for the number of shares for which this Warrant isbeing exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of thisWarrant.

1.     Exercise of Warrant.

              1.1    Exercise.    This Warrant shall be exercisable from the Exercise Date until theExpiration Date, and this Warrant shall expire on the Expiration Date. Upon exercise of this Warrant, the Exercise Price shall be payable in cash or check. This Warrant may be exercised in whole or inpart so long as any exercise in part hereof would not involve the issuance of fractional Warrant Shares. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form,in the name of the Holder, evidencing the right to purchase the number of Warrant Shares as to which this Warrant has not been exercised, which new Warrant shall be signed by an appropriate officer ofthe Company. The term “Warrant” as used herein shall include any subsequent Warrant issued as provided herein.

              1.2    Exercise Procedures; Delivery of Certificate.    Upon surrender of this Warrant with aduly executed Notice of Exercise in the form of Annex A attached hereto, together with payment of the Exercise Price for the Warrant Shares purchased,at the Company’s principal executive offices (the “Designated Office“), the Holder shall be entitled to receive a certificate or certificates for theWarrant Shares so purchased. The Company agrees that the Warrant Shares shall be deemed to have been issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered together with the Notice of Exercise and payment for such Warrant Shares.

              1.3    Cashless Exercise.    In lieu of payment of the Exercise Price, a Holder may exercisethis Warrant, in whole or in part, by presentation and surrender of this Warrant to the Company, together with a Cashless Exercise Form attached hereto as AnnexB (or a reasonable facsimile thereof) duly executed (a “Cashless Exercise”). Acceptance by the Company of such presentation and surrender shall be deemed a waiver of theHolder’s obligation to pay all or any portion of the Exercise Price, as the case may be. In the event of a Cashless Exercise, the Holder shall exchange this Warrant for that number of Common Sharesdetermined by multiplying the number of Common Shares for which this Warrant is being exercised by a fraction, the numerator of which shall be the difference between the then current market price perCommon Share and Exercise Price, and the denominator of which shall be the then current market price per Common Share. For purposes of any computation under this Section l.3, the then currentmarket price per Common Share at any date shall be deemed to be the average for the ten (10) consecutive business days immediately prior to the Cashless Exercise of the daily closing prices ofthe Common Shares on the principal national securities exchange on which the Common Shares are admitted to trading or listed, or if not listed or admitted to trading on any such exchange, the lastreported sales prices as included for quotation on Nasdaq, or if not included for quotation on Nasdaq, the average of the highest reported bid and lowest reported asked prices as reported by theNational Association of Securities Dealers, Inc. Automated Quotations System, or if not then publicly traded, the fair market price of the Common Shares as determined, in good faith, by theBoard of Directors of the Company.

2.     Transfer; Issuance of Stock Certificates; Restrictive Legends.

              2.1    Transfer.    Each transfer of this Warrant and all rights hereunder, in whole or inpart, shall be registered on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the Designated Office, together with a written assignment of this Warrant inthe form of Annex C attached hereto duly executed by the Holder or its agent or attorney. Upon such surrender and delivery, the Company shall executeand deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrantevidencing the portion of this Warrant not so assigned, if any. A Warrant may be exercised by the new Holder for the purchase of Warrant Shares without having a new Warrant issued. Prior to duepresentment for registration of transfer thereof, the Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof (notwithstanding any notations of ownership orwriting thereon made by anyone other than a duly authorized officer of the Company) for all purposes and shall not be affected by any notice to the contrary. All Warrants issued upon any assignment ofWarrants shall be the valid obligations of the Company, evidencing the same rights, and entitled to the same benefits as the Warrants surrendered upon such registration of transfer or exchange.

              2.2    Stock Certificates.    Certificates for the Warrant Shares shall be delivered to theHolder within three (3) business days after the rights represented by this Warrant shall have been exercised pursuant to Section 1, and a new Warrant representing the shares of CommonShares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such time. The issuance of certificates for Warrant Shares upon theexercise of this Warrant shall be made without charge to the Holder hereof including, without limitation, any documentary, stamp or similar tax that may be payable in respect thereof; provided, however,that the Company shall not be required to pay any income tax to which the Holder hereof may be subject in connection with the issuance of this Warrant or the Warrant Shares.

              2.3    Restrictive Legend.    Except as otherwise provided in this Section 2, eachcertificate for Warrant Shares initially issued upon the exercise of this Warrant and each certificate for Warrant Shares issued to any subsequent transferee of any such certificate, shall be stampedor otherwise imprinted with a legend in substantially the following form:

      “THESESECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT INEFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION IN FORM AND FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”

            Notwithstandingthe foregoing, the legend requirements of this Section 2.3 shall terminate as to any particular Warrant Shares when (i) the Warrant Shares are transferredpursuant to an effective resale registration statement, as contemplated in the Registration Rights Agreement between the Company and the Holder of even date herewith, or (ii) the Company shallhave received from the Holder thereof an opinion of counsel in form and substance reasonably acceptable to the Company that such legend is not required in order to ensure compliance with theSecurities Act. Whenever the restrictions imposed by this Section 2.3 shall terminate, the Holder or subsequent transferee, as the case may be, shall be entitled to receive from the Companywithout cost to such Holder or transferee a certificate for the Warrant Shares without such restrictive legend.

3.     Adjustment of Number of Shares; Exercise Price; Nature of Securities lssuable Upon Exercise of Warrants.

              3.1    Exercise Price; Adjustment of Number of Shares.    The Exercise Price and the number ofshares purchasable hereunder shall be subject to adjustment from time to time as hereinafter provided; provided, however, that, notwithstanding thebelow, in no case shall the Exercise Price be reduced to below the par value of the class of stock for which this Warrant is exercisable at such time.

              3.2    Adjustments Upon Distribution, Subdivision or Combination.    If the Company, at anytime or from time to time after the issuance of this Warrant, shall (i) make a dividend or distribution on its shares of Common Stock payable in shares of Common Stock, (ii) subdivide orreclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, theExercise Price in effect at that time and the number of Warrant Shares into which the Warrant is exercisable at that time shall be proportionately adjusted effective as of the record date for thedividend or distribution or the effective date of the subdivision, combination or reclassification.

              3.3    Adjustment Upon Other Distributions.    If the Company, at any time or from time totime after the issuance of this Warrant, makes a distribution to the holders of the Common Stock payable in securities of the Company other than shares of Common Stock, then, in each such event,provision shall be made so that the Holder shall receive upon exercise of the Warrant, in addition to the number of Warrant Shares, the amount of such securities of the Company which would have beenreceived if the portion of the Warrant so exercised had been exercised for Warrant Shares on the date of such event, subject to adjustments subsequent to the date of such event with respect to suchdistributed securities which shall be on terms as nearly equivalent as practicable to the adjustments provided in this Section 3 and all other adjustments under this Section 3.

              3.4    Adjustment Upon Merger, Consolidation or Exchange.    If at any time or from time totime after the issuance of this Warrant there is any merger, consolidation, arrangement or statutory share exchange of the Company with or into any other person or company, then, in each such event,provision shall be made so that the Holder shall receive upon exercise of the Warrant the kind and amount of shares and other securities and property (including cash) which would have been receivedupon such merger, consolidation, arrangement or statutory share exchange by the Holder if the portion of the Warrant so exercised had been exercised for Warrant Shares immediately prior to suchmerger, consolidation, arrangement or statutory share exchange, subject to adjustments for events subsequent to the effective date of such merger, consolidation, arrangement or statutory shareexchange with respect to such shares and other securities which shall be on terms as nearly equivalent as practicable to the adjustments provided in this Section 3 and all other adjustmentsunder this Section 3.

              3.5    Adjustments for Recapitalization or Reclassification.    If, at any time or from timeto time after the issuance of this Warrant, the Warrant Shares issuable upon exercise of the Warrant are changed intothe same or a different number of securities of any class of the Company, whether by recapitalization, reclassification or otherwise (other than a merger, consolidation, arrangement or statutory shareexchange provided for elsewhere in this Section 3), then, in each such event, provision shall be made so that the Holder shall receive upon exercise of the Warrant the kind and amount ofsecurities or other property which would have been received in connection with such recapitalization, reclassification or other change by the Holder if the portion of the Warrant so exercised had beenexercised immediately prior to such recapitalization, reclassification or change, subject to adjustments for events subsequent to the effective date of such recapitalization, reclassification or otherchange with respect to such securities which shall be on terms as nearly equivalent as practicable to the adjustments provided in this Section 3 and all other adjustments under thisSection 3.

              3.6    Extraordinary Dividends or Distributions.    If, at any time or from time to time afterthe issuance of this Warrant, the Company shall declare a dividend or any other distribution upon the Common Stock payable otherwise than out of current earnings, retained earnings or earned surplusand otherwise than in shares of Common Stock, then the Exercise Price in effect immediately prior to such declaration shall be reduced by an amount equal, in the case of a dividend or distribution incash, to the amount thereof payable per share of Common Stock or, in the case of any other dividend or distribution, to the value thereof per share of Common Stock at the time such dividend ordistribution was declared, as determined by the Board of Directors of the Company in good faith. Such reductions shall take effect as of the date on which a record is taken for the purposes of thesubject dividend or distribution, or, if a record is not taken, the date as of which the holders of record of Common Stock entitled to such dividend or distribution are to be determined.

              3.7    Adjustment Upon Issuance of Shares of Common Stock Below Exercise Price.    

              (a)   Ifthe Company, at any time or from time to time, issues or sells any Additional Shares of Common Stock (as defined below), other than as provided in the foregoingsubsections of this Section 3, for a price per share (which, in the case of options, warrants, convertible securities or other rights, includes the amounts paid therefor plus the exerciseprice, conversion price or other such amounts payable thereunder) that is less than the then applicable Exercise Price, then and in each such case, the then applicable Exercise Price shallautomatically be reduced as of the opening of business on the date of such issue or sale, to a price determined by multiplying the Exercise Price by a fraction (i) the numerator of which shall be (A) the number of shares of Common Stock deemed outstanding (as determined below) immediately prior to such issue or sale, plus (B) the number of shares of Common Stock whichthe aggregate consideration received by the Company for the total number of Additional Shares of Common Stock so issued would purchase at such Exercise Price, and (ii) the denominator of whichshall be the number of shares of Common Stock deemed outstanding (as defined below) immediately prior to such issue or sale plus the total number of Additional Shares of Common Stock so issued; provided,however, that upon the expiration or other termination of options, warrants, or other rights to purchase or acquire shares of Common Stock,and upon the expiration or termination of the right to convert or exchange convertible or exchangeable securities (whether by reason of redemption or otherwise), if any thereof shall not have beenexercised, converted or exchanged, as applicable, the number of shares of Common Stock deemed to be outstanding pursuant to this Section 3.7(a) shall be reduced by the number of shares as towhich options, warrants, and rights to purchase or acquire shares of Common Stock shall have expired or terminated unexercised, and as to which conversion or exchange rights shall have expired orterminated unexercised, and such number of shares shall no longer be deemed to be outstanding; and the Exercise Price then in effect shall forthwith be readjusted and thereafter be the price that itwould have been had adjustment been made on the basis of the issuance only of the shares of Common Stock actually issued. For purposes of the preceding sentence, the number of shares of Common Stockdeemed to be outstanding as of a given date shall be the sum of (A) the number of shares of Common Stock actually outstanding, (B) the number of Shares for which the Warrant could beexercised on the day immediately preceding the given date, and (C) the number of shares of Common Stock which could be obtained through the exercise or conversion of all other rights, optionsand convertible securities outstanding on the day immediately preceding the given date. “Additional Shares of Common Stock” shall mean all shares ofCommon Stock, and all options, warrants, convertible securities or other rights to purchase or acquire shares of Common Stock, issued by the Company other than (A) shares of Common Stock and/oroptions, warrants or other Common Stock purchase rights for up to an aggregate of 300,000 shares of Common Stock (such number to be subject to adjustment in accordance with Section 3.2 above),where such options, warrants or other rights are issued both (i) with exercise prices per share of Common Stock at the then-current fair market value of a share of Common Stock, asdetermined in good faith by the Board of Directors of the Company or the Compensation Committee thereof, and (ii) to employees, officers or directors of, or consultants to, the Company or anysubsidiary pursuant to stock purchase or stock option plans or other arrangements that are approved by the Company’s Board of Directors or the Compensation Committee and (B) shares of CommonStock issued pursuant to the exercise of options, warrants or convertible securities outstanding as of the date hereof.

              (b)   Inthe event that the exercise price, conversion price, purchase price or other price at which shares of Common Stock are purchasable pursuant to any options, warrants,convertible securities or other rights to purchase or acquire Common Stock is reduced at any time or from time to time (other than under or by reason of provisions designed to protect againstdilution), then, upon such reduction becoming effective, the Exercise Price then in effect hereunder shall forthwith be decreased to such Exercise Price as would have been obtained had the adjustmentsmade and required under this Section 3.7 upon the issuance of such options, warrants, convertible securities or other rights been made upon the basis of (and the total consideration receivedtherefor) (A) the issuance of the number of shares of Common Stock theretofore actually delivered upon the exercise, conversion or exchange of such options, warrants, convertible securities orother rights, (B) the issuance of all of the Common Stock and all other options, warrants, convertible securities and other rights to purchase or acquire Common Stock issued after the issuanceof the modified options, warrants, convertible securities or other rights, and (C) the original issuance at the time of the reduction of any such options, warrants, convertible securities or other rights then still outstanding.

              (c)   Inno event shall an adjustment under this Section 3.7 be made if it would result in an increase in the then applicable Exercise Price.

              3.8    Notice of Adjustment.    Whenever the Exercise Price is adjusted, the Company shallpromptly deliver to the Holder a certificate of adjustment, setting forth the Exercise after adjustment, a brief statement of the facts requiring the adjustment and the computation by which theadjustment was made. The certificate of adjustment shall be conclusive evidence of the correctness of the adjustment.

              3.9    Successive Adjustments.    The provisions of this Section 3 shall be applicablesuccessively to each event described herein which may occur subsequent to the issuance of this Warrant and prior to the exercise in full of this Warrant.

        4.    Registration; Exchange and Replacement of Warrant; Reservation of Shares.    The Company shall keep at theDesignated Office a register in which the Company shall provide for the registration, transfer and exchange of this Warrant. The Company shall not at any time, except upon the dissolution, liquidationor winding-up of the Company, close such register so as to result in preventing or delaying the exercise or transfer of this Warrant.

        TheCompany may deem and treat the person in whose name this Warrant is registered as the Holder and owner hereof for all purposes and shall not be affected by any notice to thecontrary, until presentation of this Warrant for registration or transfer as provided in this Section 4.

        Uponreceipt 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) ofindemnity satisfactory to it, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will (in the absence of notice to the Company that the Warrant has beenacquired by a bona fide purchaser) make and deliver a new Warrant of like tenor, in lieu of this Warrant without requiring the posting of any bond or the giving of any security.

        TheCompany shall at all times reserve and keep available out of its authorized shares of capital stock, solely for the purpose of issuance upon the exercise of this Warrant, such numberof shares of Common Shares as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, ifapplicable, all Warrant Shares issuable upon such exercise shall be duly and validly authorized and issued, fully paid and non-assessable.

        5.    Investment Representations.    The Holder, by accepting this Warrant, covenants and agrees that, at the time ofexercise of this Warrant, the securities acquired by the Holder upon exercise hereof are for the account of the Holder or are being acquired for its own investment and account and are not acquiredwith a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and with no present intention (at any such time) of offering and distributing such securities (or anyportion thereof), except in compliance with applicable federal and state securities laws.

        6.    Fractional Warrants and Fractional Shares.    If the number of Warrant Shares purchasable upon the exercise ofthis Warrant is adjusted pursuant to Section 3 hereof, the Company shall nevertheless not be required to issue fractions of shares, upon exercise of this Warrant or otherwise, or to distributecertificates that evidence fractional shares. With respect to any fraction of a share called for upon any exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fractionmultiplied by the current market value of such fractional share as may be prescribed, in good faith, by the Board of Directors of the Company.

        7.    Warrant Holders Not Deemed Stockholders.    No Holder of this Warrant shall, as such, be entitled to vote or toreceive dividends or be deemed the holder of Warrant Shares that may at any time be issuable upon exercise of this Warrant, nor shall anything contained herein be construed to confer upon the Holderof this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, orto give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation,merger or conveyance or otherwise), or to receive notice of meetings, or subscription rights, until such Holder shall have exercised this Warrant and been issued Warrant Shares or deemed to have beenissued Warrant Shares in accordance with the provisions hereof.

        8.    Sales of Company Securities.    The Holder agrees that for a period of three (3) years from the date ofthis Warrant, it will not, and will cause its Affiliates not to, sell short, sell short against the box, engage in any other similar derivative transactions or otherwise effect any sales of securitiesof the Company except for sales which are covered through the delivery of the Warrant Shares.

        9.    Notices.    Any notice which is required to be given by this Warrant must be in writing, and shall be given orserved, unless otherwise expressly provided herein, by depositing the same in the United States Mail, postpaid and certified and addressed to the party to be notified, with return receipt requested,or by delivering the same by courier or in person to such party (or, if the party or parties to be notified be incorporated, to an officer of such party). Notice deposited in the mail, postpaid andcertified with return receipt requested, shall be deemed received and effective upon the deposit in a proper United States depository. Notice given in any other manner shall be effective only if andwhen received by the party to be notified. For the purposes of notice, the addresses of the parties for the receipt of notice hereunder are:

    If to the Company:

    FischerImaging Corporation
    12300 N. Grant Street
    Denver, CO 80241
    Attention: Harris Ravine


    TelNo.: (303) 450-4370
    Fax No.: (303) 252-4256

    If to the Holder:

    ComVestInvestment Partners II LLC
    One North Clematis, Suite 300
    West Palm Beach, Florida 33401
    ATTENTION: Carl Kleidman


    Telephone:(561) 868-6070
    e-mail: carlk@comvest.com

        Anyparty shall have the right from time to time, and at any time, to change its address for the receipt of notice by giving at least five (5) days’ prior written notice of thechange of its address to the other parties in the manner specified herein.

        10.    Successors.    All the covenants, agreements, representations and warranties contained in this Warrant shallbind the parties hereto and their respective heirs, executors, administrators, distributees, successors, assigns and transferees.

        11.    Law Governing.    THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEWYORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

        12.    Entire Agreement; Amendments and Waivers.    This Warrant sets forth the entire understanding of the partieswith respect to the transactions contemplated hereby. The failure of any party to seek redress for the violation or to insist upon the strict performance of any term of this Warrant shall notconstitute a waiver of such term and such party shall be entitled to enforce such term without regard to such forbearance. This Warrant may be amended, and any breach of or compliance with anycovenant, agreement, warranty or representation may be waived, only if the Company has obtained the written consent or written waiver of the Holder, and then such consent or waiver shall be effectiveonly in the specific instance and for the specific purpose for which given.

        13.    Severability; Headings.    If any term of this Warrant as applied to any person or to any circumstance isprohibited, void, invalid or unenforceable in any jurisdiction, such term shall, as to such jurisdiction, be ineffective to the extent of such prohibition or invalidity without in any way affectingany other term of this Warrant or affecting the validity or enforceability of this Warrant or of such provision in any other jurisdiction. The Section headings in this Warrant have been inserted forpurposes of convenience only and shall have no substantive effect.

        INWITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the 22nd day of February, 2005.

    FISCHER IMAGING CORPORATION


 

 

By:

 



        Name: Harris Ravine
        Title: President and Chief Executive Officer


ANNEX A

NOTICE OF EXERCISE

(To be executed upon partial or full
exercise of the within Warrant)

        The undersigned hereby irrevocably elects to exercise the right topurchase                        shares of Common Stock of Fischer Imaging Corporation covered by thewithin Warrant according to the conditions hereof and herewith makes payment of the Exercise Price of such shares in full in the amount of$                        .


 

 

 

 

By:

 
         
(Signature of Registered Holder)
Dated:          
   
     


ANNEX B

CASHLESS EXERCISE FORM

(To be executed upon partial or full
exercise of Warrants pursuant to Section 1.3 of the Warrant)

        The undersigned hereby irrevocably elects tosurrender                        shares of Common Stock of Fischer Imaging Corporation purchasable under the Warrants forsuch shares of Common Stock issuable in exchange therefor pursuant to the Cashless Exercise provisions of the within Warrants, as provided for in Section 1.3 of such Warrant.

        Pleaseissue a certificate or certificates for such Common Stock in the name of, and pay cash for fractional shares in the name of:

        (Pleaseprint name, address, and social security number/tax identification number:)

and,if said number of shares of Common Stock shall not be all the shares of Common Stock purchasable thereunder, that a new Warrant for the balance remaining of the shares of Common Stock purchasableunder the within Warrants be registered in the name of the undersigned Holder or its transferee as below indicated and delivered to the address stated below.

Dated:     


   
Name of Warrant Holder or transferee:       


(Please print)
Address:       


Signature:       


        NOTICE:The signature on this form must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.


ANNEX C

ASSIGNMENT FORM

        FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of theundersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:

Name and Address of Assignee


  No. of Shares of Common Stock


        
        

anddoes hereby irrevocably constitute and appoint                        attorney-in-fact to register such transfer onto the books ofFischer Imaging Corporation maintained for thepurpose, with full power of substitution in the premises.


Dated:

 

    



 

Print Name:

    


        Signature:     


        Witness:     


NOTICE:   The signature on this assignment must correspond with the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.

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WARRANT TO PURCHASE SHARES OF COMMON STOCK (Expires February 22, 2010)
ANNEX A
ANNEX B
ANNEX C