Issuance; Certain Definitions Clause Samples

Issuance; Certain Definitions. In consideration of good and ------------------------------- valuable consideration, the receipt of which is hereby acknowledged by NANOPIERCE TECHNOLOGIES, INC., a Nevada corporation (the "Company"), JASON LYONS ----------- or registered assigns (the "Holder") is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on January 15, 2009 (the "Expiration Date"), __________________ (_____) fully paid and nonassessable shares of the Company's Common Stock, $0.0001 par value per share (the "Common Stock"), at an initial exercise price per share (the "Exercise Price") of $0.10 per share, subject to further adjustment as set forth herein.

Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by AMBIENT CORPORATION, a Delaware corporation (the "Company"), ▇▇▇▇▇▇ MANAGEMENT LTD. or registered assigns (the "Holder") is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on the Expiration Date (as defined below), Eight Hundred Thousand (800,000) fully paid and nonassessable shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock"), at an initial exercise price per share (the "Exercise Price") of $0.15 per share, subject to further adjustment as set forth herein. This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of September 8, 2003 (the "Agreement"), to which the Company and Holder (or Holder's predecessor in interest) are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by BRILLIANT TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), [ ] or registered assigns (the "Holder") is hereby granted the right to purchase at any time during the period (the "Exercise Period") from the date hereof until 5:00 P.M., New York City time, on the second anniversary of the Effective Date (the "Expiration Date"), [ ] fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), at an exercise price per share (the "Exercise Price") of $0.07 per share, as such price may be adjusted as provided herein. This Warrant is being issued pursuant to the terms of the Securities Purchase Agreement, dated of even date (the "Securities Purchase Agreement"), to which the Company and the Holder (or the Holder's predecessor in interest) are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by LIFELINE THERAPUTICS, INC., a Colorado corporation (the “Company”), ____________________ or registered assigns (the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M., Englewood, Colorado time, on April 18, 2008 (the “Expiration Date”), __________________ (_____) fully paid and nonassessable shares of the Company’s Common Stock, $.0001 per share (the “Common Stock”), at an initial exercise price per share (the “Exercise Price”) of $2.00 per share, subject to further adjustment as set forth herein.

Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by SIGA PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), ▇▇▇▇▇▇ ▇▇▇▇▇▇ or registered assigns (the "Holder") is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on January 31, 2005 (the "Expiration Date"), Two Hundred Twenty-six Thousand Eighty-seven (226,087) fully paid and nonassessable shares of the Company's Common Stock, par value $.0001 per share (the "Common Stock") at an initial exercise price per share (the "Exercise Price") of $3.4059 per share, subject to further adjustment as set forth herein. This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement, dated as of January 31, 2000 (the "Securities Purchase Agreement"), to which the Company and Holder (or Holder's predecessor in interest) are parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by GAUCHO GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), the Holder named above or registered and permitted assigns (collectively the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M., Eastern time, on ________ ___, 20__ (the “Expiration Date”), up to ________________ (_____________) fully paid and non-assessable shares of the Company’s Common Stock, US $0.01 par value per share (the “Common Stock”), at an exercise price of US $0.50 per share (the “Exercise Price”), subject to further adjustment as set forth herein. This Warrant is one in a series of warrants (the “Series Warrants”) being issued by the Company to investors with identical terms and on the same form as set forth herein (except that the holder, number of shares, exercise price, and date of issuance may differ in each Warrant). This Warrant is only effective upon the Mandatory Conversion Date of the convertible Amended and Restated Promissory Note dated ______, ____, 2022 (the “Note”).

Issuance; Certain Definitions. For good and valuable consideration, the receipt of which is hereby acknowledged by FOCUS ENHANCEMENTS, INC., a Delaware corporation (the “Company”), Crestline Consultancy Ltd, or registered assigns (the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on December 6, 2009 (the “Expiration Date”), 60,000 (sixty thousand) fully paid and non-assessable shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), at an initial exercise price (the “Exercise Price”) of $1.00 (one dollar) per share, subject to further adjustment as set forth herein. These shares are exercisable immediately

Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by HENLEY HEALTHCARE, INC., a Texas corporation (the "Company"), ___________ or registered assigns (the "Holder") is hereby granted the right to purchase at any time until 5:00 P.M., New York City time, on ____ , 200_(1) (the "Expiration Date"), _________ Thousand (_____)(2) fully paid and nonassessable shares of the Company's Common Stock, $____ par value per share (the "Common Stock") at an initial exercise price per share (the "Exercise Price") of $____(3) per share, subject to further adjustment as set forth herein. This Warrant is being issued pursuant to the terms of that certain Private Equity Credit Agreement, dated as of November ____, 2000 (the "Private Equity Credit Agreement"), to which the Company and Holder (or Holder's predecessor in interest) are parties. Capitalized terms not o▇▇▇▇▇▇se defined herein shall have the meanings ascribed to them in the Private Equity Credit Agreement. ________ (1) Insert date which is last day of month in which fifth anniversary of the relevant Closing Date occurs. (2) Insert (x) 50% of the number of shares issued at the the aggregate stated value of the Preferred Stock issued to the Buyer on the relevant Closing Date divided by (y) the Fixed Conversion Price (as defined in Certificate of Designations). (3) Insert 110% of the Market Price (as defined in Private Equity Credit Agreement)

Issuance; Certain Definitions. In consideration of good and valuable consideration, the receipt of which is hereby acknowledged by PROTOKINETIX, INCORPORATED, a Nevada corporation (the “Company”), the Holder named above or registered and permitted assigns (collectively the “Holder”) is hereby granted the right to purchase at any time until 5:00 P.M., Eastern time, on March 14, 2024 (the “Expiration Date”), up to ________________ (_____________) fully paid and non-assessable shares of the Company’s Common Stock, US $0.0000053 par value per share (the “Common Stock”), at an exercise price of US $0.05 per share (the “Exercise Price”), subject to further adjustment as set forth herein.