FORM OF WARRANT TO PURCHASE COMMON STOCK OF VERICHIP CORPORATION
Exhibit
10.9
Exhibit
E to the
Securities
Purchase Agreement
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE
SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION
FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
SUBJECT
TO COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE
SECURITIES LAWS, THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE
PLEDGED
OR HYPOTHECATED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
SECURED BY THIS WARRANT OR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS
WARRANT.
FORM
OF WARRANT
TO
PURCHASE COMMON STOCK
OF
VERICHIP
CORPORATION
Issue
Date: June 10, 2005 Warrant
No.
THIS
CERTIFIES that _____________________
or
any
subsequent holder hereof (the “Holder”),
has
the right to purchase from VERICHIP CORPORATION, a Delaware corporation (the
“Company”),
up to
______________ fully paid and nonassessable shares of the Company’s common
stock, par value $0.001 per share (the “Common
Stock”),
subject to adjustment as provided herein, at a price per share equal to the
Exercise Price (as defined below), at any time and from time to time beginning
on the date on which this Warrant is issued (the “Issue
Date”)
and
ending at 5:00 p.m., eastern time, (i) on the
one
(1) year anniversary of the date on which the Company completes an initial
public offering of its common stock (the “IPO”)
or
(ii) if the Company does not commence the IPO on or before the two (2) year
anniversary of the Closing Date, on such two year anniversary
(the
“Expiration
Date”).
This
Warrant is issued pursuant to a Securities Purchase Agreement, dated as of
June
9, 2005 (the “Securities
Purchase Agreement”).
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Securities Purchase Agreement.
1. Exercise.
(a)
Right
to Exercise; Exercise Price.
The
Holder shall have the right to exercise this Warrant at any time and from
time
to time during the period beginning on the Issue Date and ending on the
Expiration Date as to all or any part of the shares of Common Stock covered
hereby (the “Warrant
Shares”).
The
“Exercise
Price”
for
each Warrant Share purchased by the Holder upon the exercise of this Warrant
shall be equal to eight
dollars ($8.00),
subject
to adjustment for the events specified in Section 6 below.
(b)
Exercise
Notice.
In
order to exercise this Warrant, the Holder shall (i) send by facsimile
transmission, at any time prior to 5:00 p.m., eastern time, on the Business
Day
on which the Holder wishes to effect such exercise (the “Exercise
Date”),
to
the Company an executed copy of the notice of exercise in the form attached
hereto as Exhibit
A
(the
“Exercise
Notice”),
(ii)
deliver the original Warrant and, in the case of a Cash Exercise (as defined
below), the Exercise Price to the Company. The
Exercise Notice shall also state the name or names (with address) in which
the
shares of Common Stock that are issuable on such exercise shall be issued.
If
shares are to be issued in the name of a person other than the Holder, the
Holder will pay all transfer taxes payable with respect thereto. In
the
case of a dispute as to the calculation of the Exercise Price or the number
of
Warrant Shares issuable hereunder (including, without limitation, the
calculation of any adjustment pursuant to Section 6 below), the Company shall
promptly issue to the Holder the number of Warrant Shares that are not disputed
and shall submit the disputed calculations to a certified public accounting
firm
of national recognition (other than the Company’s independent accountants)
within two (2) Business Days following the date on which the Exercise Notice
is
delivered to the Company. The Company shall cause such accountant to calculate
the Exercise Price and/or the number of Warrant Shares issuable hereunder
and to
notify the Company and the Holder of the results in writing no later than
three
(3) Business Days following the day on which such accountant received the
disputed calculations (the “Dispute
Procedure”).
Such
accountant’s calculation shall be deemed conclusive absent manifest error. The
fees of any such accountant shall be borne by the party whose calculations
were
most at variance with those of such accountant.
(c)
Holder
of Record.
The
Holder shall, for all purposes, be deemed to have become the holder of record
of
the Warrant Shares specified in an Exercise Notice on the Exercise Date
specified therein, irrespective of the date of delivery of such Warrant Shares,
subject to, in the case of a Cash Exercise (as defined below), payment of
the
Exercise Price. Except as specifically provided herein, nothing in this Warrant
shall be construed as conferring upon the Holder hereof any rights as a
shareholder of the Company, including, without limitation, the right to vote,
the right to receive dividends or other distributions made to shareholders
of
the Company, and the right to exercise preemptive rights, prior to the Exercise
Date.
(d)
Cancellation
of Warrant.
This
Warrant shall be canceled upon its exercise and, if this Warrant is exercised
in
part, the Company shall, at the time that it delivers Warrant Shares to the
Holder pursuant to such exercise as provided herein, issue a new warrant,
and
deliver to the Holder a certificate representing such new warrant, with terms
identical in all respects to this Warrant (except that such new warrant shall
be
exercisable into the number of shares of
2
Common
Stock with respect to which this Warrant shall remain unexercised); provided,
however,
that
the Holder shall be entitled to exercise all or any portion of such new warrant
at any time following the time at which this Warrant is exercised, regardless
of
whether the Company has actually issued such new warrant or delivered to
the
Holder a certificate therefor.
2. Delivery
of Warrant Shares Upon Exercise.
Upon
receipt of an Exercise Notice pursuant to paragraph 1 above, the Company
shall,
(A) in the case of a Cash Exercise (as defined below) no later than the close
of
business on the later to occur of (i) the third (3rd) Business Day following
the
Exercise Date set forth in such Exercise Notice and (ii) the date on which
the
Company has received payment of the Exercise Price and the taxes specified
in
paragraph 1(b) above, if any, are paid in full, (B) in the case of a Cashless
Exercise (as defined below), no later than the close of business on the third
(3rd) Business Day following the Exercise Date set forth in such Exercise
Notice, and (C) with respect to Warrant Shares that are the subject of a
Dispute
Procedure, the close of business on the third (3rd)
Business Day following the determination made pursuant to paragraph 1(b)
(each
of the dates specified in (A), (B) or (C) being referred to as a “Delivery
Date”),
issue
and deliver or cause to be delivered to the Holder the number of Warrant
Shares
as shall be determined as provided herein. The Company shall effect delivery
of
Warrant Shares to the Holder by, as long as the Transfer Agent participates
in
the Depository Trust Company (“DTC”)
Fast
Automated Securities Transfer program (“FAST”)
and
the Warrant Shares are eligible for delivery through FAST, crediting the
account
of the Holder or its nominee at DTC (as specified in the applicable Exercise
Notice) with the number of Warrant Shares required to be delivered, no later
than the close of business on such Delivery Date. In the event that the Transfer
Agent is not a participant in FAST, or if the Warrant Shares are not otherwise
eligible for delivery through FAST, or if the Holder so specifies in an Exercise
Notice or otherwise in writing on or before the Exercise Date, the Company
shall
effect delivery of Warrant Shares by delivering to the Holder or its nominee
physical certificates representing such Warrant Shares, no later than the
close
of business on such Delivery Date.
3. Failure
to Deliver Warrant Shares.
(a) In
the
event that the Company fails for any reason (other than as a result of the
Holder’s failure to deliver the original Warrant to the Company or, in the case
of a Cash Exercise (as defined below), to pay the aggregate Exercise Price
for
the Warrant Shares being purchased) to deliver to the Holder the number of
Warrant Shares specified in the applicable Exercise Notice on or before the
Delivery Date therefor (an “Exercise
Default”),
and
such default continues for five (5) Business Days following delivery of a
written notice of such default by the Holder to the Company, the Company
shall
pay to the Holder payments (“Exercise
Default Payments”)
in the
amount of (i) (N/365) multiplied
by
(ii) the
aggregate Exercise Price of the Warrant Shares which are the subject of such
Exercise Default multiplied
by
(iii)
the lower of fifteen percent (15%) and the maximum rate permitted by applicable
law (the “Default
Interest Rate”),
where
“N” equals the number of days elapsed between the original Delivery Date of
such
Warrant Shares and the date on which all of such Warrant Shares are issued
and
delivered to the Holder. Cash amounts payable hereunder shall be paid on
or
before the fifth (5th) Business Day of each calendar month following the
calendar month in which such amount has accrued.
3
(b)
The
Holder’s rights and remedies hereunder are cumulative, and no right or remedy is
exclusive of any other. In addition to the amounts specified herein, the
Holder
shall have the right to pursue all other remedies available to it at law
or in
equity (including, without limitation, a decree of specific performance and/or
injunctive relief). Nothing herein shall limit the Holder’s right to pursue
actual damages for the Company’s failure to issue and deliver Warrant Shares on
the applicable Delivery Date (including, without limitation, damages relating
to
any purchase of Common Stock by the Holder to make delivery on a sale effected
in anticipation of receiving Warrant Shares upon exercise, such damages to
be in
an amount equal to (A) the aggregate amount paid by the Holder for the Common
Stock so purchased minus
(B) the
aggregate amount of net proceeds, if any, received by the Holder from the
sale
of the Warrant Shares issued by the Company pursuant to such
exercise).
4. Exercise
Limitations.
In no
event shall the Holder be permitted to exercise this Warrant, or part thereof,
if, at any time following the completion of the IPO, upon such exercise the
number of shares of Common Stock beneficially owned by the Holder (other
than
shares which would otherwise be deemed beneficially owned except for being
subject to a limitation on conversion or exercise analogous to the limitation
contained in this paragraph 4), would exceed 4.99% of the number of
shares
of Common Stock then issued and outstanding. As used herein, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder. To the extent
that
the limitation contained in this paragraph 4 applies, the submission of an
Exercise Notice by the Holder shall be deemed to be the Holder’s representation
that this Warrant is exercisable pursuant to the terms hereof and the Company
shall be entitled to rely on such representation without making any further
inquiry as to whether this Section 4 applies. The
Company shall have no liability to any person if the Holder’s determination of
whether this Warrant is convertible pursuant to the terms hereof is incorrect.
Nothing
contained herein shall be deemed to restrict the right of a Holder to exercise
this Warrant, or part thereof, at such time as such exercise will not violate
the provisions of this Section 4. This Section 4 may not be amended unless
such
amendment is agreed to in writing by the Holder and approved by the holders
of a
majority of the Common Stock then outstanding; provided,
however,
that
the
Holder shall have the right to waive the provisions of this Section 4 upon
prior
written notice to the Company following the announcement of a Major Transaction
(as defined below), or otherwise upon sixty (60) days’ prior written notice to
the Company.
5.
Payment
of the Exercise Price; Cashless Exercise.
The
Holder may pay the Exercise Price in either of the following forms or, at
the
election of Holder, a combination thereof:
(a) through
a
cash exercise (a “Cash
Exercise”)
by
delivering immediately available funds, or
(b) at
any
time following the one year anniversary of the Issue Date and as long as
the IPO
has been completed, if an effective Registration Statement is not available
for
the resale of all of the Warrant Shares issuable hereunder at the time an
Exercise Notice is delivered to the Company, through a cashless exercise
(a
“Cashless
Exercise”).
The
Holder may effect a Cashless Exercise by surrendering this Warrant to the
Company and noting on the Exercise
4
Notice
that the Holder wishes to effect a Cashless Exercise, upon which the Company
shall issue to the Holder a number of Warrant Shares determined as
follows:
X
= Y x
(A-B)/A
where:
X
= the
number of Warrant Shares to be issued to the Holder;
|
Y
=
the number of Warrant Shares with respect to which this Warrant
is being
exercised;
|
|
A
=
the Market Price as of the Exercise Date;
and
|
|
B
=
the Exercise Price.
|
It
is
intended and acknowledged that the Warrant Shares issued in a Cashless Exercise
transaction shall be deemed to have been acquired by the Holder, and the
holding
period for the Warrant Shares required by Rule 144 shall be deemed to have
been
commenced, on the Issue Date. For purposes hereof, (A) “Market
Price”
means,
as
of a particular date, the
average of the daily VWAP for the Common Stock occurring during the ten (10)
Trading Day period ending on (and including) the Trading Day immediately
preceding
such
date, and (B) “VWAP”
on a
Trading Day means the volume weighted average price of the Common Stock for
such
Trading Day on the Principal Market as reported by Bloomberg Financial Markets
or, if Bloomberg Financial Markets is not then reporting such prices, by
a
comparable reporting service of national reputation selected by the Holders
and
reasonably satisfactory to the Company. If VWAP cannot be calculated for
the
Common Stock on such Trading Day on any of the foregoing bases, then the
Company
shall submit such calculation to an independent investment banking firm of
national reputation reasonably acceptable to the Investors, and shall cause
such
investment banking firm to perform such determination as is necessary to
establish the value of the Common Stock and notify the Company and the Investors
of the results of determination no later than two (2) Business Days from
the
time such calculation was submitted to it by the Company. All such
determinations shall be appropriately adjusted for any stock dividend, stock
split or other similar transaction during such period.
6. Anti-Dilution
Adjustments; Distributions; Other Events.
The
Exercise Price and the number of Warrant Shares issuable hereunder shall
be
subject to adjustment from time to time as provided in this Section 6.
(a) Subdivision
or Combination of Common Stock.
If the
Company, at any time after the Issue Date, subdivides (by any stock split,
stock
dividend, recapitalization, reorganization, reclassification or otherwise)
its
shares of Common Stock into a greater number of shares, then after the date
of
record for effecting such subdivision, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company,
at
any time after the Issue Date, combines (by reverse stock split,
recapitalization, reorganization, reclassification or otherwise) its shares
of
Common Stock into a smaller number of shares, then, after the date of record
for
effecting such combination, the Exercise Price in effect immediately prior
to
such combination will be proportionally increased.
5
(b)
Distributions.
If the
Company shall declare or make any distribution of its assets (or rights to
acquire its assets) to holders of Common Stock as a partial liquidating dividend
or otherwise (including without limitation any dividend or distribution to
the
Company’s stockholders in cash or shares (or rights to acquire shares) of
capital stock of a subsidiary) (a “Distribution”),
the
Company shall deliver written notice of such Distribution (a “Distribution
Notice”)
to the
Holder at least ten (10) Business Days prior to the earlier to occur of (i)
the
record date for determining stockholders entitled to such Distribution (the
“Record
Date”)
and
(ii) the date on which such Distribution is made (the “Distribution
Date”).
The
Holder shall be entitled, at its option (to be exercised by written notice
delivered to the Company on or before the tenth (10th)
Business Day following the date on which a Distribution Notice is delivered
to
the Holder), either (A) upon any exercise of this Warrant on or after the
Record
Date, to be entitled to receive on the Distribution Date (for any exercise
effected on or prior to the Distribution Date) or the applicable Delivery
Date
(for any exercise effected after the Distribution Date), the amount of such
assets which would have been payable to the holder with respect to the shares
of
Common Stock issuable upon such exercise (without giving effect to any
limitations on such exercise contained in this Warrant) had the Holder been
the
holder of such shares of Common Stock on the Record Date or (B) upon any
exercise of this Warrant on or after the Record Date, to reduce the Exercise
Price applicable to such exercise by reducing the Exercise Price in effect
on
the Business Day immediately preceding the Record Date by an amount equal
to the
fair market value of the assets to be distributed divided
by
the
number of shares of Common Stock as to which such Distribution is to be made,
such fair market value to be reasonably determined in good faith by the
independent members of the Board of Directors of the Company.
(c)
Major
Transactions.
In the
event of a merger, consolidation, business combination, tender offer, exchange
of shares, recapitalization, reorganization, redemption or other similar
event,
as a result of which shares of Common Stock shall be changed into the same
or a
different number of shares of the same or another class or classes of stock
or
securities or other assets of the Company or another entity or the Company
shall
sell all or substantially all of its assets (each of the foregoing being
a
“Major
Transaction”),
the
Company will give the Holder at least ten (10) Trading Days’ written notice
prior to the earlier of (I) the closing or effectiveness of such Major
Transaction and (II) the record date for the receipt of such shares of stock
or
securities or other assets, and the Holder shall be permitted to exercise
this
Warrant in whole or in part at any time prior to the record date for the
receipt
of such consideration and shall be entitled to receive, for each share of
Common
Stock issuable to the Holder upon such exercise, the same per share
consideration payable to the other holders of Common Stock in connection
with
such Major Transaction. If and to the extent that the Holder retains this
Warrant or any portion hereof following such record date, the Company will
cause
the surviving or, in the event of a sale of assets, purchasing entity, as
a
condition precedent to such Major Transaction, to assume the obligations
of the
Company with respect to this Warrant, with such adjustments to the Exercise
Price and the securities covered hereby as may be necessary in order to preserve
the economic benefits of this Warrant to the Holder.
(d)
Adjustments;
Additional Shares, Securities or Assets.
In the
event that at any time, as a result of an adjustment made pursuant to this
paragraph 6, the Holder of this Warrant shall, upon exercise of this Warrant,
become entitled to receive securities or assets (other than
6
Common
Stock) then, wherever appropriate, all references herein to shares of Common
Stock shall be deemed to refer to and include such shares and/or other
securities or assets; and thereafter the number of such shares and/or other
securities or assets shall be subject to adjustment from time to time in
a
manner and upon terms as nearly equivalent as practicable to the provisions
of
this paragraph 6. Any adjustment made herein other than pursuant to Section
6(c)
hereof that results in a decrease in the Exercise Price shall also effect
a
proportional increase in the number of shares of Common Stock into which
this
Warrant is exercisable.
6A. Registration
Rights.
If
(i)
the Company at any time after the completion of an IPO proposes to register
shares of Common Stock under the Securities Act in connection with the public
offering of such shares for cash (a “Proposed
Registration”)
other
than a registration statement on Form S-8 or Form S-4 or any successor or
other
forms promulgated for similar purposes and (ii) a Registration Statement
covering the sale of all of the Warrant Shares is not then effective and
available for sales thereof by the Holder, the Company shall, at such time,
promptly give each Holder written notice of such Proposed Registration. The
Holder shall have ten (10) Business Days from its receipt of such notice
to
deliver to the Company a written request specifying the amount of Warrant
Shares
that the Holder intends to sell and the Holder’s intended method of
distribution. Upon receipt of such request, the Company shall use its
commercially reasonable efforts to cause all Registrable Securities which
the
Company has been requested to register to be registered under the Securities
Act
to the extent necessary to permit their sale or other disposition in accordance
with the intended methods of distribution specified in the request of the
Holder; provided,
however,
that
the Company shall have the right to postpone or withdraw any registration
effected pursuant to this Section 6A without obligation to the Holder.
7. Fractional
Interests.
No
fractional shares or scrip representing fractional shares shall be issuable
upon
the exercise of this Warrant. If, on exercise of this Warrant, the Holder
hereof
would be entitled to a fractional share of Common Stock or a right to acquire
a
fractional share of Common Stock, the Company shall, in lieu of issuing any
such
fractional share, pay to the Holder an amount in cash equal to the product
resulting from multiplying such fraction by the Market Price as of the Exercise
Date.
8. Transfer
of this Warrant.
The
Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant,
in whole or in part, as long as such sale or other disposition is made pursuant
to an effective registration statement or an exemption from the registration
requirements of the Securities Act, and applicable state securities laws,
and is
otherwise made in accordance with the applicable provisions of the Securities
Purchase Agreement. Upon such transfer or other disposition, the Holder shall
deliver this Warrant to the Company together with a written notice to the
Company, substantially in the form of the Transfer Notice attached hereto
as
Exhibit
B
(the
“Transfer
Notice”),
indicating the person or persons to whom this Warrant shall be transferred
and,
if less than all of this Warrant is transferred, the number of Warrant Shares
to
be covered by the part of
7
this
Warrant to be transferred to each such person. Within ten (10) Business Days
of
receiving a Transfer Notice, an executed Investment Certificate and the original
of this Warrant, the Company shall deliver to the each transferee designated
by
the Holder a Warrant or Warrants of like tenor and terms for the appropriate
number of Warrant Shares and, if less than all this Warrant is transferred,
shall deliver to the Holder a Warrant for the remaining number of Warrant
Shares.
9. Benefits
of this Warrant.
This
Warrant shall be for the sole and exclusive benefit of the Holder of this
Warrant and nothing in this Warrant shall be construed to confer upon any
person
other than the Holder of this Warrant any legal or equitable right, remedy
or
claim hereunder.
10. Loss,
theft, destruction or mutilation of Warrant.
Upon
receipt by the Company of evidence of the loss, theft, destruction or mutilation
of this Warrant, and (in the case of loss, theft or destruction) of indemnity
reasonably satisfactory to the Company, and upon surrender of this Warrant,
if
mutilated, the Company shall execute and deliver a new Warrant of like tenor
and
date in replacement for the lost, stolen, destroyed or mutilated
Warrant.
11. Notice
or Demands.
Any
notice, demand or request required or permitted to be given by the Company
or
the Holder pursuant to the terms of this Warrant shall be in writing and
shall
be deemed delivered (i) when delivered personally or by verifiable facsimile
transmission, unless such delivery is made on a day that is not a Business
Day,
in which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:
If
to
the Company:
VeriChip
Corporation
0000
X.
Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx
Xxxxx, XX 00000
Attn:
Xxxxxxx
Xxxxxxx
Tel:
000-000-0000
Fax:
000-000-0000
8
with
a copy to:
Holland
& Knight LLP
000
Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx,
Xxxxxxx 00000
Mailing
Address: X.X. Xxx 000000, Xxxxxxx, 00000
Attn:
Xxxxxx
X.
Xxxxxxx, Esq.
Tel:
000-000-0000
Fax:
000-000-0000
and
if to
the Holder, to such address as shall be designated by the Holder in writing
to
the Company.
|
12.
|
Taxes.
|
(a)
The
issue
of stock certificates on exercises of this Warrant shall be made without
charge
to the exercising Holder for any tax in respect of the issue thereof. The
Company shall not, however, be required to pay any tax which may be payable
in
respect of any transfer involved in the issue and delivery of stock in any
name
other than that of the Holder of any Warrant exercised, and the Company shall
not be required to issue or deliver any such stock certificate unless and
until
the person or persons requesting the issue thereof shall have paid to the
Company the amount of such tax or shall have established to the reasonable
satisfaction of the Company that such tax has been paid.
(b) Notwithstanding
any other provision of this Warrant or any other Transaction Document, for
income tax purposes, any assignee 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 the obligation to do so, each assignee or transferee
shall, upon request, 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 withholding for United States
Federal income tax purposes.
13. Applicable
Law.
This
Warrant is issued under and shall for all purposes be governed by and construed
in accordance with the laws of the State of Delaware applicable to contracts
made and to be performed entirely within the State of Delaware.
14. Amendments.
No
amendment, modification or other change to, or waiver of any provision of,
this
Warrant may be made unless such amendment, modification or change is (A)
set
forth in writing and is signed by the Company and the Holder.
[Signature
Page to Follow]
9
IN
WITNESS WHEREOF, the Company has duly executed and delivered this Warrant
as of
the Issue Date.
VERICHIP
CORPORATION
By:
/s/
Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
President
10
EXHIBIT
A to WARRANT
EXERCISE
NOTICE
The
undersigned Holder hereby irrevocably exercises the right to
purchase of
the shares of Common Stock (“Warrant
Shares”)
of
VERICHIP
CORPORATION evidenced
by the attached Warrant (the “Warrant”).
Capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Warrant.
1.
Form
of
Exercise Price. The Holder intends that payment of the Exercise Price shall
be
made as:
______
a
Cash
Exercise
with
respect to _________________ Warrant Shares; and/or
______
a
Cashless
Exercise
with
respect to _________________ Warrant Shares, as permitted by Section 5(b)
of the
attached Warrant.
2.
Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise
with
respect to some or all of the Warrant Shares to be issued pursuant hereto,
the
Holder shall pay the sum of $________________ to the Company in accordance
with
the terms of the Warrant.
Date:
______________________
___________________________________
Name
of
Registered Holder
By:
_______________________________
Name:
Title:
By
tendering this Exercise Notice, the Holder represents to the Company that
it is
an
“accredited investor” as that term is defined in Rule 501 of Regulation D, and
that it is acquiring the Warrants Shares solely for its own account, and
not
with a present view to the public resale or distribution of all or any part
thereof, except pursuant to sales that are registered under the Securities
Act
or are exempt from the registration requirements of the Securities Act;
provided,
however,
that,
in making such representation, the Holder
does
not
agree to hold the Warrants Shares for any minimum or specific term and reserves
the right to sell, transfer or otherwise dispose of the Warrants Shares at
any
time in accordance with the provisions of the Warrant and with Federal and
state
securities laws applicable to such sale, transfer or disposition.
11
EXHIBIT
B to WARRANT
TRANSFER
NOTICE
FOR
VALUE
RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns
and transfers unto the person or persons named below the right to
purchase
shares
of
the Common Stock of VERICHIP
CORPORATION
evidenced by the attached Warrant. By signing this Transfer Notice, the
transferee agrees to be legally bound by the terms of the attached Warrant
and
of the related Securities Purchase Agreement and Registration Rights Agreement
applicable to an Investor.
Date:
______________________
___________________________________
Name
of
Registered Holder
By:
_______________________________
Name:
Title:
Accepted
and Agreed:
________________________
Transferee
Name
By: _________________________
Name:
Title:
Address:
___________________________________
___________________________________
12
___________________________________
12
