COMMON STOCK PURCHASE WARRANT To Purchase 87,500 Shares of Common Stock of BIOMETRX, INC.BioMETRX • August 30th, 2007 • Wholesale-miscellaneous nondurable goods • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Panico (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Issue Date”) and on or prior to the close of business on the four year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from bioMETRX, Inc., a Delaware corporation (the “Company”), up to 87,500 shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August ___, 2007, by and between bioMETRX, Inc., a Delaware corporation (the “Company”), and Jane Petri.
ContractBioMETRX • August 30th, 2007 • Wholesale-miscellaneous nondurable goods • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT AMENDMENTBioMETRX • August 30th, 2007 • Wholesale-miscellaneous nondurable goods
REFERENCE is hereby made to the Warrants referred to in Schedule A hereto to purchase an aggregate of 125,000 shares of the Common Stock of bioMETRX, Inc., a Delaware corporation (the “Company”) in the names set forth on such Schedule A (the “Holder”) originally issued on or about December 28, 2006.
ROYALTY A G R E E M E N TBioMETRX • August 30th, 2007 • Wholesale-miscellaneous nondurable goods
THIS AGREEMENT executed August ____, 2007 (the “Effective Date”) by and between BIOMETRX, INC., a Delaware corporation with its principal place of business located at 500 North Broadway, Suite 204, Jericho, NY 11753 (hereinafter referred to as “bioMETRX”), and Jane Petri and Joseph Panico with a mailing address located at __________________ (hereinafter, Jane Petri and Joseph Panico shall be referred to, jointly, as “Petri and Panico”). bioMETRX and Petri and Panico are hereinafter sometimes referred to as the “parties”.
PLEDGE AND ESCROW AGREEMENTPledge and Escrow Agreement • August 30th, 2007 • BioMETRX • Wholesale-miscellaneous nondurable goods • New York
THIS PLEDGE AND ESCROW AGREEMENT, dated as of August ___, 2007, is made by bioMETRX Technologies, Inc. (the “Pledgor”) and ________________(the “Escrow Agent”) and Jane Petri and Joseph Panico (the “Holders”).
WARRANT AMENDMENTBioMETRX • August 30th, 2007 • Wholesale-miscellaneous nondurable goods
REFERENCE is hereby made to the Warrants referred to in Schedule A hereto to purchase an aggregate of 99,000 shares of the Common Stock of bioMETRX, Inc., a Delaware corporation (the “Company”) in the names set forth on such Schedule A (the “Holder”) originally issued on or about November 17, 2006.
