EXHIBIT 10.2Warrant Agreement • July 8th, 2005 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June __, 2006 among bioMETRX, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
Exhibit 2.1 TERMINATION AGREEMENT This Termination Agreement (this "Agreement") is dated as of this 30th day of March, 2004 between Dominix, Inc., a Delaware corporation ("Dominix") and MarketShare Recovery, Inc., a Delaware corporation...Termination Agreement • April 1st, 2004 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods • New York
CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of November 7, 2005, by and between bioMETRX, Inc. ("Parent"), a Delaware corporation, SmartTOUCH Medical, Inc., a Delaware corporation ("Subsidiary"), both with offices at 933 South Service Road,...Consulting Agreement • November 18th, 2005 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods • New York
RECITALSMerger Agreement • May 3rd, 2005 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods • Delaware
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June __, 2006, among bioMETRX, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES B COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of BIOMETRX, INC.Securities Agreement • June 30th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after 181 days after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioMETRX, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). Notwithstanding the foregoing, if the Company provides the Holder with validation and acknowledgment, in the form of bona fide purchase orders reasonably satisfactory to the Holder, demonstrating that at least $1,000,000 of the Company’s products have been ordered, other than the initial order from a national retailer in
WARRANTWarrant Agreement • November 1st, 2005 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April __, 2006, among bioMETRX, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RECITALSAsset Purchase Agreement • October 13th, 2004 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods • California
COMMON STOCK PURCHASE WARRANT To Purchase 87,500 Shares of Common Stock of BIOMETRX, INC.Security Agreement • August 30th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Panico (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issue Date”) and on or prior to the close of business on the four year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioMETRX, Inc., a Delaware corporation (the “Company”), up to 87,500 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
ContractWarrant Agreement • January 8th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
SECURITIES PURCHASE AGREEMENT (this "AGREEMENT," “PURCHASE AGREEMENT,” or “SECURITIES PURCHASE AGREEMENT”), dated as of December 28, 2006, by and among bioMETRX, Inc., a Delaware corporation, ("COMPANY"), and __________ (the "BUYER").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 28, 2006, by and between BIOMETRX, INC., a Delaware corporation (the "Company"), and ___________________________________, and ______________ (“Buyer”).
ARTICLE 1Capital Stock Purchase Agreement • October 13th, 2004 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods • California
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 21st, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated August 14, 2006 by and between bioMETRX, Inc., a company incorporated under the laws of Delaware (the “Company”), and Lorraine Yarde, an individual (the “Executive”).
EXHIBIT 3(A) EMPLOYMENT AGREEMENT WITH ROBERT M. FELDMAN Incorporated herein by reference to the Registrant's Post-Effective Amendment No. 1 to the 1933 Act Registration Statement on Form S-18, filed November 12, 1986 (see Exhibit 10(A) therein).Employment Agreement • March 31st, 1997 • Health & Leisure Inc /De/ • Wholesale-miscellaneous nondurable goods
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • Delaware
SECURITIES PURCHASE AGREEMENT dated as of November ___, 2006 (the “Agreement”), between BioMetrx, Inc., a Delaware corporation (the “Company”), and _______________, (the “Investor”).
ATTORNEY-CLIENT FEE AGREEMENT 1. PARTIES AND EFFECTIVE DATE. THIS ATTORNEY- CLIENT FEE AGREEMENT (the "Agreement") is entered into by and between MarketShare Recovery, Inc. ("Client") Adam J. Laufer, Esq. ("Attorneys") and takes effect on the date...Attorney-Client Fee Agreement • September 18th, 2003 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods
ContractNote Agreement • November 21st, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.
ContractWarrant Agreement • November 21st, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
NEITHER THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Exhibit 10.4 (MARKETSHARE RECOVERY LETTERHEAD) July 1, 2003 E. Almodovar (address) Re: Consulting and Marketing Letter Agreement. Dear Mr. Almodovar: This letter shall serve as an agreement (this "Agreement") by and between Stuart Stiller, a natural...Consulting and Marketing Letter Agreement • September 18th, 2003 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods
EX. 99.2 Memorandum of Understanding MarketShare Recovery, Inc. 95 Broadhollow Road Melville, New York 11747 This memorandum of understanding is to clarify the mutual understanding between Jade Entertainment Group, Inc., a New York corporation...Memorandum of Understanding • April 1st, 2004 • Marketshare Recovery Inc • Wholesale-miscellaneous nondurable goods
FINDER’S FEE AGREEMENTFinder's Fee Agreement • April 19th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods
In consideration of the services of the Finder in arranging private sales of an aggregate of $372,000 in financing to bioMETRX, Inc. (the “Company”), from Mr. Russell Kuhn, the Finder will be compensated as follows:
CONVERTIBLE NOTEConvertible Note • June 30th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Note has been entered into pursuant to the terms of a Securities Purchase Agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Securities Purchase Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Securities Purchase Agreement. The following terms shall apply to this Note:
ContractWarrant Agreement • July 15th, 2008 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August ___, 2007, by and between bioMETRX, Inc., a Delaware corporation (the “Company”), and Jane Petri.
BIOMETRX, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2008 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
AGREEMENT dated as of ______________, 2008, by and between bioMETRX, Inc. a Delaware corporation (the “Company”) having an address at 500 North Broadway, Jericho, New York 11753, and the person or entity whose signature appears at the end of this Agreement (the “Investor”).
BIOMETRX, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 19th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Stock Option Agreement is made by and between bioMETRX, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), and the individual (“Optionee”) specified on the attached Notice of Grant of Stock Options and Option Agreement (the “Notice”).
RELEASERelease Agreement • July 14th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods
This document is a Release between me and bioMETRX, Inc. (the “Company”) for me to receive certain benefits, of which I acknowledge I have received, from the Company in exchange for a complete release.
BIOMETRX, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 19th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Stock Option Agreement is made by and between bioMETRX, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), and the individual (“Optionee”) specified on the attached Notice of Grant of Stock Options and Option Agreement (the “Notice”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 15th, 2008 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Asset Purchase Agreement (this “Agreement”) is dated as of July 8, 2008, by and among bioMETRX, Inc., a Delaware corporation having its principal offices at 500 North Broadway, Suite 204, Jericho, New York 11753 (the “Company”), bioMETRX Florida, Inc., a Florida Corporation and wholly owned Subsidiary of the Company and Biometrics Investors LLC, a limited liability corporation having its principal offices at c/o Crestview Capital, 95 Revere Drive, Suite A, Northbrook, IL 60062 (“BIL”).
ContractConvertible Note • August 30th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
TERMINATION AGREEMENTTermination Agreement • July 14th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This agreement is hereby entered into this date, July 11, 2006, between Steven Kang, residing at 9 Herkimer Avenue, Jericho, New York 11753 (“Kang”) and bioMETRX, Inc., a Delaware corporation with offices at 500 North Broadway, Suite 204, Jericho, New York 11753 and all affiliates (the “Company”). This agreement is mutually agreed upon by the parties, as referenced above and binding in full as the acceptance of termination of the employment and employment agreements of Kang with the Company.
EXCHANGE AGREEMENTExchange Agreement • September 21st, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS EXCHANGE AGREEMENT, dated as of September __, 2006, is made by and between BioMetrx, Inc., a Delaware corporation (“Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
