FORM OF WARRANT EXERCISE & NOTE CONVERSION AGREEMENT
EXHIBIT
10.1
FORM
OF
WARRANT
EXERCISE & NOTE CONVERSION AGREEMENT
This
Agreement (the “Agreement”), made as of the 26th day of March 2008 between SPO
Medical Inc. (the “Company, or SPO”) and the undersigned subscriber (the
“Subscriber”).
Whereas
SPO and Subscriber entered into a Subscription Agreement
dated September 2005, as subsequently amended, whereby SPO sold Subscriber
certain SPO securities including (i) a promissory note (the “Note”); and (ii) a
common stock purchase warrant (the “Warrant”); and
Whereas,
the Subscriber wishes to exercise the right, represented by the Warrant, to
purchase shares of Common Stock of the Company and apply all principal owing
under the Note to such purchase; and furthermore wishes to exercise the right
under the Note to convert all interest owing thereunder to purchase shares
of
Common Stock of the Company.
NOW
THEREFORE, in consideration of the above and the terms and conditions hereof,
the parties, for themselves, their, heirs, successors and assigns agree as
follows:
1. Unless
otherwise defined herein, the capitalized terms used herein shall have the
meanings described in the Subscription Agreement.
2. Effective
the date hereof, the principal owing under the Note shall be applied to purchase
shares of Common Stock of the Company under the Warrant and all interest accrued
under the Note shall be converted to shares of Common Stock of the Company,
all
at the Warrant exercise price and Note conversion price of $0.60 per share.
Upon
execution hereof (i) the Note shall be deemed fully paid and satisfied and
deemed null and void, and (ii) the Warrant shall be deemed fully exercised
and
null and void. SPO shall issue and deliver to Subscriber (at the address below)
certificates for such shares with a restrictive legend required under
law.
3.
In
consideration of the Subscriber's agreement to the above exercise of Warrant
and
conversion of Note interest the Company shall issue forthwith to the Subscriber
a three year warrant to purchase the number of shares of Common Stock equal
to
25% of the number of shares received from exercise of the Warrant and Note
conversion with an exercise price of $0.60 per share.
4. Subscriber
represents and warrants to, and covenants and agrees with, the Company as
follows:
(a)
Without limiting Subscriber’s
right
to
sell the Shares pursuant in compliance with the Securities Act of 1933, as
amended (the “Securities Act”), Subscriber is acquiring the said shares and
warrant (jointly the "Securities") for its own account for investment only
and
not with a view towards the public distribution thereof.
(b)
The
Subscriber
is an
“accredited investor” as that term is defined in Rule 501 of the General Rules
and Regulations under the Securities Act.
(c)
All
subsequent offers and sales of the Securities
by the
Subscriber
shall be
made pursuant to registration of the relevant Securities
under
the Securities Act or pursuant to an exemption from such
registration.
(d)
The
Subscriber
understands that the Securities
are
being offered and sold to it in reliance on specific exemptions from the
registration requirements of the Securities Act and state securities laws and
that the Company is relying upon the truth and accuracy of, and the Subscriber
's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Subscriber
set
forth herein in order to determine the availability of such exemptions and
the
eligibility of the Subscriber
to
acquire the Securities.
(e)
The
Subscriber
and its
advisors, if any, have been furnished with or have been given access to all
materials relating to the business, finances and operations of the Company
and
materials relating to the offer and sale of the Securities
which
have been requested by the Subscriber.
The
Subscriber
and its
advisors, if any, have been afforded the opportunity to ask questions of the
Company and its management and have received complete and satisfactory answers
to any such inquiries. Without limiting the generality of the foregoing, the
Subscriber
has also
had the opportunity to obtain and to review the reports filed by the Company
with the U.S. Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended.
(f)
In
connection with its acquisition of the Securities,
the
Subscriber
has not
relied on any statement or representation by the Company or any of its officers,
directors and employees or any of its attorneys or agent, except as specifically
set forth herein.
(g)
The
Subscriber
understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation
or
endorsement of the Shares.
(h)
The
Subscriber
is not
affiliated with any party that beneficially owns more than 5% of the Common
Stock of the Company outstanding on the date hereof.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
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Subscriber
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_______________
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_____________________
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Xxxxxxx
Braunold
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President
& CEO
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Print
Name:____________________
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Address:
___________________________
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__________________________________
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__________________________________
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Fax:
______________________________
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