REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April __, 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”).
SERIES B COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of BIOMETRX, INC.BioMETRX • May 2nd, 2006 • 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
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”).
ESCROW AGREEMENTEscrow Agreement • May 2nd, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of April __, 2006, by and among bioMETRX, Inc., a Delaware corporation (the “Company”), the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”), and Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
