ContractBioMETRX • January 8th, 2007 • Wholesale-miscellaneous nondurable goods • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
SECURITIES PURCHASE AGREEMENT (this "AGREEMENT," “PURCHASE AGREEMENT,” or “SECURITIES PURCHASE AGREEMENT”), dated as of December 28, 2006, by and among bioMETRX, Inc., a Delaware corporation, ("COMPANY"), and __________ (the "BUYER").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 8th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 28, 2006, by and between BIOMETRX, INC., a Delaware corporation (the "Company"), and ___________________________________, and ______________ (“Buyer”).
CONVERTIBLE NOTEConvertible Note • January 8th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Note is issued in lieu of the payment in cash of liquidated damages due to Holder from Borrower for the period of July 14, 2006 through March 31, 2007 (the “Liquidated Damages”), under the terms of the Subscription Agreement dated as of June 29, 2006 between the Holder and the Borrower (the “Subscription Agreement”). The Liquidated Damages shall be paid with shares of common stock received upon conversion of this Note (the “Shares”), such that the Liquidated Damages shall be deemed to be paid in full when this Note is fully converted. The following terms shall apply to this Note:
CONSENT AND WAIVERConsent and Waiver • January 8th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods
This Consent and Waiver Agreement is made as of the 3rd day of January, 2007 by and among bioMETRX, Inc., a Delaware corporation (the “Company”) and the individuals and entities listed on Schedule A (collectively referred to as “Holders” and individually as a “Holder”).
