SUBSCRIPTION AGREEMENT THE SECURITIES SUBSCRIBED FOR BY THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND TRANSFER OF THE SECURITIES IS RESTRICTED BY APPLICABLE LAW....Subscription Agreement • February 4th, 2013 • VerifyMe, Inc. • Patent owners & lessors • New York
WarrantSubscription Agreement • February 4th, 2013 • VerifyMe, Inc. • Patent owners & lessors • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THIS WARRANT IS SUBJECT TO THAT CERTAIN SUBSCRIPTION AGREEMENT, DATED AS OF JANUARY 31, 2013, BY AND AMONG THE COMPANY AND THE PURCHASER NAMED THEREIN.
