WHERIFY WIRELESS, INC. WARRANT TO PURCHASE _______ SHARES OF COMMON STOCK (SUBJECT TO ADJUSTMENT) (Void after _____ __, 2013)Wherify Wireless Inc • June 11th, 2008 • Services-prepackaged software • New York
This certifies that for value, _________________________, or registered assigns (the “Holder”), is entitled, subject to the terms set forth below, at any time from and after ________ __, 2008 (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time, on ________ __, 2013 (the “Expiration Date”), to purchase from Wherify Wireless, Inc., a Delaware corporation, (the “Company”), ____________________ (_______) shares (subject to adjustment as described herein), of common stock, par value $___ per share, of the Company (the “Common Stock”), upon surrender hereof, at the principal office of the Company referred to below, with a duly executed subscription form in the form attached hereto as Exhibit A and simultaneous payment therefore in lawful, immediately available money of the United States or otherwise as hereinafter provided, at an initial exercise price per share (the “Purchase Price”) a set forth in Section 1. The Purchase Price is subject to further adjustment as provided in S
SECURITY AGREEMENTSecurity Agreement • June 11th, 2008 • Wherify Wireless Inc • Services-prepackaged software • New York
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of _______ __, 2008, by and between Wherify Wireless, Inc. a Delaware corporation with its principal place of business located at 63 Bovet Road, #521, San Mateo, California 94402-3104 (the “Company”), and the undersigned subsidiaries of the Company (each a “Guarantor,” and collectively together with the Company, the “Grantors”), in favor of persons named on Schedule 1 of the Securities Purchase Agreement (as defined below) (the “Secured Party”).
CONTINUING UNCONDITIONAL GUARANTYContinuing Unconditional Guaranty • June 11th, 2008 • Wherify Wireless Inc • Services-prepackaged software • New York
WHEREAS, Wherify Wireless, Inc., a Delaware corporation, as borrower (“Borrower”) and each Guarantor (as defined in the Security Agreement), from time to time party thereto are entering into that certain Security Agreement dated as of _____ __, 2008 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”; all capitalized terms used herein shall have the same meanings ascribed to them in the Security Agreement unless otherwise expressly stated) with the Secured Party (as defined in the Security Agreement) (the “Lender”), pursuant to which Lender is concurrently purchasing an aggregate principal amount of up to $800,000 of the Borrower’s senior secured convertible bridge notes (the “Bridge Note(s)”); and
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 11th, 2008 • Wherify Wireless Inc • Services-prepackaged software • New York
THIS AGREEMENT is made by and between (a) YA Global Investments, L.P. (the "Lender"), a Cayman Island exempt limited partnership having an office at 101 Hudson Street, Suite 3700, Jersey City, New Jersey 07303, (b) Wherify Wireless, Inc., a Delaware corporation, and Wherify California, Inc., a California corporation (collectively, the “Borrower”), both with offices at 63 Bovet Road, #521, San Mateo, California 94402-3104 and (c) Laidlaw Holdings PLC ("Laidlaw"), a United Kingdom corporation with offices at 90 Park Avenue, New York, New York 10016), and the purchasers of the Bridge Loan(s) as defined below (collectively, with Laidlaw, the “Laidlaw Persons”).
BRIDGE NOTE AND WARRANT PURCHASE AGREEMENTBridge Note and Warrant Purchase Agreement • June 11th, 2008 • Wherify Wireless Inc • Services-prepackaged software • New York
THIS AGREEMENT is made effective as of this __ day of __ 2008, by and between Wherify Wireless, Inc. a Delaware corporation, (the “Company”) and the persons named on Schedule 1 hereto (the “Purchaser”).
