WARRANT AGREEMENT BETWEEN ICOP DIGITAL, INC. AND COMPUTERSHARE INVESTOR SERVICES DATED AS OF , 2005Warrant Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment
This Agreement, dated as of , 2005, is between ICOP Digital, Inc., a Colorado corporation (the “Company”), and ComputerShare Investor Services, a corporation (the “Warrant Agent”).
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND IS NOT TRANSFERABLE EXCEPT AS PROVIDED HEREIN ICOP Digital, Inc. PURCHASE WARRANT Issued to: PAULSON INVESTMENT COMPANY, INC. Exercisable to Purchase UNITS of ICOP DIGITAL, INC....Purchase Warrant • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Oregon
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after , 2005 and on or before , 2010, up to Units (hereinafter defined) at the Exercise Price (hereinafter defined).
Units ICOP Digital, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Oregon
ICOP Digital, Inc., a Colorado corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of Units (the “Firm Units”) issued by the Company. Each Unit will consist of two shares (“Shares”) of the common stock, no par value, of the Company (“Common Stock) and two redeemable warrants (“Warrants”) each to purchase one share of Common Stock. The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and ComputerShare Investor Services, as warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $ , subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issu
SECURITY AGREEMENTSecurity Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment
THIS SECURITY AGREEMENT, (“Agreement”) is made this day of , 2005, by and between ICOP DIGITAL, INC., a Colorado Corporation, 11011 King Street, Suite 260, Overland Park, KS 66210, (hereinafter “Borrower”), and Lender(s) (hereinafter “Bridge Note Lenders”) as listed on Exhibit ”A” of this Agreement.
FINANCING TERMS AGREEMENTFinancing Terms Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Colorado
Amount: Up to $2,000,000.00 in twenty (20) Units of $100,000 in exchange for bridge notes (“Bridge Note(s)”) and warrants to purchase the Company’s Common Stock (“Warrant(s)”). The Placement Agent has agreed with the Company to allow a creditor to convert its $200,000 debt to identical Bridge Note(s) and Warrants.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Kansas
This Executive Employment Agreement (“Agreement”) is made and effective this April 1, 2004, by and between Vista Exploration Corporation and its wholly owned subsidiary, ICOP Digital, Inc. (“Company”) and Charles A. (Bud) Ross, Sr. (“Executive”).
ICOP DIGITAL, INC. BRIDGE WARRANTWarrant Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Colorado
This certifies that pursuant to the terms of this Common Stock Warrant (this “Warrant”), for value received, ICOP Digital, Inc, a Colorado corporation (the “Company”), hereby grants to (the “Holder” or “Bridge Note Lender”), or its registered assigns, the right to purchase from the Company the number of shares of the Company’s Common Stock equal to the quotient of the principal amount of the Bridge Note Lender’s Bridge Note dated , 2005 divided by the Public Offering Unit Price as defined in the Principal Terms of the Financing Terms Agreement (hereinafter “Principal Terms”), attached hereto as Exhibit ”A”, and the product of such quotient shall then be multiplied by 1.5 to yield the number of shares. In the event of a Public Offering within twelve (12) months of the first Closing of the Bridge Notes, the exercise price of the Warrants shall be 50% of the final approved public offering unit price (the “Public Offering Unit Price “), of the planned secondary offering, (“Public Offering”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Colorado
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into this 22 day of December, 2003 between Vista Exploration Corporation, a Colorado corporation ( the “Company”), and (the “Purchaser”). The Exhibit attached to, and referenced in, this Agreement shall be deemed incorporated herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Kansas
This Executive Employment Agreement (“Agreement”) is made and effective this April 1, 2004, by and between Vista Exploration Corporation and its wholly owned subsidiary, ICOP Digital, Inc. (“Company”) and David C. Owen (“Executive”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Kansas
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into this day of , 2004 between Vista Exploration Corporation, a Colorado corporation ( the “Company”), and the individuals purchasing the securities offered hereby (“Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 4th, 2005 • Icop Digital, Inc • Household audio & video equipment • Kansas
This Executive Employment Agreement (“Agreement”) is made and effective this April 1, 2004, by and between Vista Exploration Corporation and its wholly owned subsidiary, ICOP Digital, Inc. (“Company”) and Laura E. Owen (“Executive”).
