SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2010 • Certified Diabetic Services Inc • Services-misc health & allied services, nec • Florida
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2009 among Certified Diabetic Services, Inc., a Delaware corporation (the “Company”), and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (the “Purchaser”).
SERIES 6 COMMON STOCK PURCHASE WARRANT Certificate No.: 1 To Purchase 5,500,000 Shares of Common Stock of Certified Diabetic Services, Inc.Security Agreement • January 8th, 2010 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
THIS SERIES 6 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Vicis Capital Master Fund (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 Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Certified Diabetic Services, Inc., a Delaware corporation (the “Company”), up to 5,500,000 shares (the “Warrant Shares”) of Common Stock, par value $.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 2(b).
BD SERIES [6/7/8] COMMON STOCK PURCHASE WARRANTSecurity Agreement • January 8th, 2010 • Certified Diabetic Services Inc • Services-misc health & allied services, nec
THIS BD SERIES 8 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midtown Partners & Co., LLC (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 Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Certified Diabetic Services, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.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 2(b).
