REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June __, 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 • June 30th, 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 • June 30th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June __, 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”).
CONVERTIBLE NOTEBioMETRX • June 30th, 2006 • Wholesale-miscellaneous nondurable goods • New York
This Note has been entered into pursuant to the terms of a Securities Purchase Agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Securities Purchase Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Securities Purchase Agreement. The following terms shall apply to this Note:
EXCHANGE AGREEMENTExchange Agreement • June 30th, 2006 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS EXCHANGE AGREEMENT, dated as of June __, 2006, is made by and between bioMETRX, Inc., a Delaware corporation (“Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
