Exhibit 4.1
[This Form of Warrant is Representative of the Warrant Agreement Under Which the
Selling Security Holders Were Issued Their Warrants in the Private Placement.
See Schedule A attached hereto for a list of the number of warrants issued to
each purchaser.]
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE " SECURITIES ACT" ), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. HOLDER MAY NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
WARRANT, OR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT,
EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND
OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT
AND SUCH OTHER APPLICABLE LAWS.
Intelli-Check, Inc.
Warrant for the Purchase of Shares of Common Stock,
par value $0.001 per Share
No. W-12 24,750 Shares
THIS CERTIFIES that, for value received Presidio Partners, whose address
is ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Holder"), is
entitled to subscribe for and purchase from Intelli-Check, Inc., a Delaware
corporation (the "Company"), upon the terms and conditions set forth herein,
24,750 shares of the Company's Common Stock, par value $0.001 per share ("Common
Stock"), at a price of $5.40 per share (the "Exercise Price"). As used herein
the term "this Warrant" shall mean and include this Warrant and any Common Stock
or Warrants hereafter issued as a consequence of the exercise or transfer of
this Warrant in whole or in part.
The Exercise Price may be adjusted from time to time as hereinafter set
forth. The number of shares of Common Stock issuable upon exercise of the
Warrants (the "Warrant Shares") are entitled to the benefits, and subject to the
obligations, set forth in the Registration Rights Agreement between the Company
and the Holder dated concurrently herewith.
1. Exercise Price, Exercise Period and Possible Mandatory Exercise. This
Warrant may be exercised at any time or from time to time during the period
commencing on August 8, 2005 and ending on August 8, 2010 (the "Exercise
Period"). Notwithstanding the foregoing, the Company may, commencing on the
third anniversary of the Closing Date, require the exercise of any outstanding
Warrants if the Current Market Price (as hereinafter defined) is equal to, or
greater than, 175% of the Exercise Price.
2. Procedure for Exercise; Effect of Exercise.
(a) Cash Exercise. Subject to the conditions and terms set forth herein,
this Warrant may be exercised, in whole or in part, by the Holder during normal
business hours on any business day during the Exercise Period by (i) the
presentation and surrender of this Warrant to the Company at its principal
office along with a duly executed Notice of Exercise (in the form attached to
this Agreement duly executed by the Holder) specifying the number of Warrant
Shares to be purchased, and (ii) delivery of payment to the Company of the
Exercise Price for the number of Warrant Shares specified in the Notice of
Exercise by cash, wire transfer of immediately available funds to a bank account
specified by the Company, or by certified or bank cashier's check or by means of
a cashless exercise pursuant to Section 2(c).
(b) Effect of Exercise. Upon receipt by the Company of this Warrant and a
Notice of Exercise, together with proper payment of the Exercise Price, as
provided in this Section 2, the Company agrees that such Warrant Shares shall be
deemed to be issued to the Holder as the record holder of such Warrant Shares as
of the close of business on the date on which this Warrant has been surrendered
and payment has been made for such Warrant Shares in accordance with this
Agreement and the Holder shall be deemed to be the holder of record of the
Warrant Shares, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such Warrant Shares shall
not then be actually delivered to the Holder. A stock certificate or
certificates for the Warrant Shares specified in the Notice of Exercise shall be
delivered to the Holder as promptly as practicable. The stock certificate(s) so
delivered shall be in any such denominations as may be reasonably specified by
the Holder in the Notice of Exercise. If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the right of the Holder to purchase
the balance of the Warrant Shares subject to purchase hereunder.
(c) Cashless Exercise. If, but only if, at any time after one year from
the date of issuance of this Warrant there is no effective Registration
Statement registering the resale of the Warrant Shares by the Holder, this
Warrant may also be exercised at such time by means of a " cashless exercise" in
which the Holder shall be entitled to receive a certificate for the number of
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:
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(A) = the Current Market Price (as hereinafter defined) on the
trading day preceding the date of such election;
(B) = the Exercise Price of the Warrants, as adjusted; and
(X) = the number of Warrant Shares issuable upon exercise of the
Warrants in accordance with the terms of this Warrant.
(d) Issuance of Certificates. In addition to all other available remedies
at law or in equity, if the Company fails to deliver certificates for the
Warrant Shares within five (5) business days after this Warrant is exercised,
then the Company shall pay to the holder in cash a penalty (the "Penalty") equal
to 1% of the number of Warrant Shares that the holder is entitled to multiplied
by the Current Market Price (as hereinafter defined) for each day that the
Company fails to deliver certificates for the Warrant Shares. For example, if
the holder is entitled to 100,000 Warrant Shares and the Current Market Price is
$2.00, then the Company shall pay to the holder $2,000 for each day that the
Company fails to deliver certificates for the Warrant Shares. The Penalty shall
be paid to the holder by the fifth (5th) day of the month following the month in
which it has accrued.
3. Registration of Warrants; Transfer of Warrants. Any Warrants issued
upon the transfer or exercise in part of this Warrant shall be numbered and
shall be registered in a Warrant Register as they are issued. The Company shall
be entitled to treat the registered holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrant on the
part of any other person, and shall not be liable for any registration or
transfer of Warrants which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration or transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith. This Warrant shall be transferable
only on the books of the Company upon delivery thereof duly endorsed by the
Holder or by its duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment, or authority to transfer. In all
cases of transfer by an attorney, executor, administrator, guardian, or other
legal representative, duly authenticated evidence of his or its authority shall
be produced. Upon any registration of transfer, the Company shall deliver a new
Warrant or Warrants to the person entitled thereto. This Warrant may be
exchanged, at the option of the Holder thereof, for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Warrant Shares, upon surrender
to the Company or its duly authorized agent.
4. Restrictions on Transfer. (a) The Holder, as of the date of issuance
hereof, represents to the Company that such Holder is acquiring the Warrants for
its own account for investment purposes and not with a view to the distribution
thereof or of the Warrant Shares. Notwithstanding any provisions contained in
this Warrant to the contrary, this Warrant and the related Warrant Shares shall
not be transferable except pursuant to the proviso contained in the following
sentence or upon the conditions specified in this Section 4, which conditions
are intended, among other things, to insure compliance with the provisions of
the Securities Act of 1933, as amended (the " Securities Act" ), and applicable
state law in respect of the transfer of this Warrant or such Warrant Shares. The
Holder by acceptance of this Warrant agrees that the Holder will not transfer
this Warrant or the related Warrant Shares prior to delivery to the Company of
an opinion of the Holder's counsel (as such opinion and such counsel are
described in Section 4(b) hereof) or until registration of such Warrant Shares
under the Securities Act has become effective or after a sale of such Warrant or
Warrant Shares has been consummated pursuant to Rule 144 or Rule 144A under the
Securities Act; provided, however, that the Holder may freely transfer this
Warrant or such Warrant Shares (without delivery to the Company of an opinion of
Counsel) (i) to one of its nominees, affiliates or a nominee thereof, (ii) to a
pension or profit-sharing fund established and maintained for its employees or
for the employees of any affiliate, (iii) from a nominee to any of the
aforementioned persons as beneficial owner of this Warrant or such Warrant
Shares, or (iv) to a qualified institutional buyer, so long as such transfer is
effected in compliance with Rule 144A under the Securities Act.
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(b) The Holder, by its acceptance hereof, agrees that prior to any
transfer of this Warrant or of the related Warrant Shares (other than as
permitted by Section 4(a) hereof or pursuant to a registration under the
Securities Act), the Holder will give written notice to the Company of its
intention to effect such transfer, together with an opinion of such counsel for
the Holder as shall be reasonably acceptable to the Company, to the effect that
the proposed transfer of this Warrant and/or such Warrant Shares may be effected
without registration under the Securities Act. Upon delivery of such notice and
opinion to the Company, the Holder shall be entitled to transfer this Warrant
and/or such Warrant Shares in accordance with the intended method of disposition
specified in the notice to the Company.
(c) Each stock certificate representing Warrant Shares issued upon
exercise or exchange of this Warrant shall bear the following legend unless the
opinion of counsel referred to in Section 4(b) states such legend is not
required:
" THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE " SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE
OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH
OTHER APPLICABLE LAWS."
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The Holder understands that the Company may place, and may instruct any transfer
agent or depository for the Warrant Shares to place, a stop transfer notation in
the securities records in respect of the Warrant Shares.
5. Reservation of Shares. The Company shall at all times during the
Exercise Period reserve and keep available out of its authorized and unissued
Common Stock, solely for the purpose of providing for the exercise of the rights
to purchase all Warrant Shares granted pursuant to the Warrants, such number of
shares of Common Stock as shall, from time to time, be sufficient therefor. The
Company covenants that all shares of Common Stock issuable upon exercise of this
Warrant, upon receipt by the Company of the full Exercise Price therefor, and
all shares of Common Stock issuable upon conversion of this Warrant, shall be
validly issued, fully paid, non-assessable, and free of preemptive rights.
6. Exercise Price Adjustments. The Exercise Price shall be subject to
adjustment from time to time as follows:
(a) (i) In the event that the Company shall (A) pay a dividend or make a
distribution, in shares of Common Stock, on any class of capital stock of the
Company or any subsidiary which is not directly or indirectly wholly owned by
the Company, (B) split or subdivide its outstanding Common Stock or reverse
split into a greater number of shares, or (C) combine its outstanding Common
Stock into a smaller number of shares, then in each such case the Exercise Price
in effect immediately prior thereto shall be adjusted so that the Holder of a
Warrant thereafter surrendered for exercise shall be entitled to receive the
number of shares of Common Stock that such Holder would have owned or have been
entitled to receive after the occurrence of any of the events described above
had such Warrant been exercised immediately prior to the occurrence of such
event. An adjustment made pursuant to this Section 6(a)(i) shall become
effective immediately after the close of business on the record date in the case
of a dividend or distribution (except as provided in Section 6(e) below) and
shall become effective immediately after the close of business on the effective
date in the case of such subdivision, split or combination, as the case may be.
Any shares of Common Stock issuable in payment of a dividend shall be deemed to
have been issued immediately prior to the close of business on the record date
for such dividend for purposes of calculating the number of outstanding shares
of Common Stock under clauses (ii) and (iii) below.
(ii) If, prior to the third anniversary of the Closing Date, the Company
shall commit to issue or distribute Common Stock or issue rights, warrants,
options or convertible or exchangeable securities entitling the holder thereof
to subscribe for or purchase, convert into or exchange for Common Stock, in any
such case at a price per share less than the Exercise Price per share on the
earliest of (i) the date the Company shall enter into a firm contract for such
issuance or distribution, (ii) the record date for the determination of
stockholders entitled to receive any such rights, warrants, options or
convertible or exchangeable securities, if applicable, or (iii) the date of
actual issuance or distribution of any such Common Stock or rights, warrants,
options or convertible or exchangeable securities (provided that the issuance of
Common Stock upon the exercise of rights, warrants, options or convertible or
exchangeable securities will not cause an adjustment in the Exercise Price if no
such adjustment would have been required at the time such right, warrant, option
or convertible or exchangeable security was issued), then the Exercise Price in
effect immediately prior to such earliest date shall be adjusted to a price
equal to the price paid per share for such new securities.
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Such adjustment shall be made successively whenever any such Common Stock,
rights, warrants, options or convertible or exchangeable securities are issued
or distributed. In determining whether any rights, warrants or options entitle
the holders to subscribe for or purchase shares of Common Stock at less than
such Exercise Price, and in determining the aggregate offering price of shares
of Common Stock so issued or distributed, there shall be taken into account any
consideration received by the Company for such Common Stock, rights, warrants,
options, or convertible or exchangeable securities, the value of such
consideration, if other than cash, to be determined by the Board of Directors,
whose determination shall be conclusive and described in a certificate filed
with the records of corporate proceedings of the Company. If any right, warrant,
option or convertible or exchangeable security to purchase or acquire Common
Stock, the issuance of which resulted in an adjustment in the Exercise Price
pursuant to this subsection (ii) shall expire and shall not have been exercised,
the Exercise Price shall, immediately upon such expiration, be recomputed to the
Exercise Price which would have been in effect had the adjustment of the
Exercise Price made upon the issuance of such right, warrant, option or
convertible or exchangeable security been made on the basis of offering for
subscription, purchase or issuance, as the case may be, only that number of
shares of Common Stock actually purchased or issued upon the actual exercise of
such right, warrant, option or convertible or exchangeable securities.
(iii) No adjustment in the Exercise Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the Exercise
Price then in effect; provided, however, that any adjustments that by reason of
this Section 6(a) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Section
6(a) shall be made to the nearest cent or nearest 1/100th of a share.
(iv) Notwithstanding anything to the contrary set forth in this Section
6(a), no adjustment shall be made to the Exercise Price upon (A) the issuance of
shares of Common Stock pursuant to any compensation or incentive plan for
officers, directors, employees or consultants of the Company which plan has been
approved by the Compensation Committee of the Board of Directors (or if there is
no such committee then serving, by the majority vote of the Directors then
serving who are not employees or officers of the Company, a 5% or greater
stockholder of the Company or an officer, employee, affiliate or associate of
any such 5% or greater stockholder) (unless the exercise price thereof is
changed after the date hereof other than solely by operation of the
anti-dilution provisions thereof or by the Compensation Committee of the Board
of Directors or, if applicable, the Board of Directors and, if required by law,
the stockholders of the Company as provided in this clause (A)), or (B) the
issuance of Common Stock upon the conversion or exercise of the options,
warrants or rights of the Company outstanding on August 8, 2005, unless the
conversion or exercise price thereof is changed after August 8, 2005 (other than
solely by operation of the anti-dilution provisions thereof).
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(v) In the event that, at any time as a result of an adjustment made
pursuant to Sections 6(a)(i) through 6(a)(iii) above, the Holder of any Warrant
thereafter surrendered for exercise shall become entitled to receive any shares
of the Company other than shares of the Common Stock, thereafter the number of
such other shares so receivable upon exercise of any such Warrant shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained in Sections 6(a)(i) through 6(a)(iv) above, and the other provisions
of this Section 6(a) with respect to the Common Stock shall apply on like terms
to any such other shares.
(b) In case of any reclassification of the Common Stock (other than in a
transaction to which Section 6(a)(i) applies), any consolidation of the Company
with, or merger of the Company into, any other entity, any merger of another
entity into the Company (other than a merger that does not result in any
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company), any sale or transfer of all or substantially all
of the assets of the Company or any compulsory share exchange, pursuant to which
share exchange the Common Stock is converted into other securities, cash or
other property, then lawful provision shall be made as part of the terms of such
transaction whereby the Holder of a Warrant then outstanding shall have the
right thereafter, during the period such Warrant shall be exercisable, to
exercise such Warrant only for the kind and amount of securities, cash and other
property receivable upon the reclassification, consolidation, merger, sale,
transfer or share exchange by a holder of the number of shares of Common Stock
of the Company into which a Warrant might have been able to exercise for
immediately prior to the reclassification, consolidation, merger, sale, transfer
or share exchange assuming that such holder of Common Stock failed to exercise
rights of election, if any, as to the kind or amount of securities, cash or
other property receivable upon consummation of such transaction subject to
adjustment as provided in Section 6(a) above following the date of consummation
of such transaction. The provisions of this Section 6(b) shall similarly apply
to successive reclassifications, consolidations, mergers, sales, transfers or
share exchanges.
(c) If:
(i) the Company shall take any action which would require an
adjustment in the Exercise Price pursuant to Section 6(a); or
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(ii) the Company shall authorize the granting to the holders of its
Common Stock generally of rights, warrants or options to subscribe
for or purchase any shares of any class or any other rights,
warrants or options; or
(iii) there shall be any reclassification or change of the Common
Stock (other than a subdivision or combination of its outstanding
Common Stock or a change in par value) or any consolidation, merger
or statutory share exchange to which the Company is a party and for
which approval of any stockholders of the Company is required, or
the sale or transfer of all or substantially all of the assets of
the Company; or
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, the Company shall cause to be filed with the transfer agent for the
Warrants and shall cause to be mailed to each Holder at such Holder's address as
shown on the books of the transfer agent for the Warrants, as promptly as
possible, but at least 30 days prior to the applicable date hereinafter
specified, a notice stating (A) the date on which a record is to be taken for
the purpose of such dividend, distribution or granting of rights, warrants or
options, or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distribution or rights,
warrants or options are to be determined, or (B) the date on which such
reclassification, change, consolidation, merger, statutory share exchange, sale,
transfer, dissolution, liquidation or winding-up is expected to become effective
or occur, and the date as of which it is expected that holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification, change,
consolidation, merger, statutory share exchange, sale, transfer, dissolution,
liquidation or winding up. Failure to give such notice or any defect therein
shall not affect the legality or validity of the proceedings described in this
Section 6(c).
(d) Whenever the Exercise Price is adjusted as herein provided, the
Company shall promptly cause a notice of the adjusted Exercise Price to be
mailed to each Holder.
(e) In any case in which Section 6(a) provides that an adjustment shall
become effective immediately after a record date for an event and the date fixed
for such adjustment pursuant to Section 6(a) occurs after such record date but
before the occurrence of such event, the Company may defer until the actual
occurrence of such event (i) issuing to the Holder of any Warrants exercised
after such record date and before the occurrence of such event the additional
shares of Common Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the Common Stock issuable upon such
exercise before giving effect to such adjustment, and (ii) paying to such holder
any amount in cash in lieu of any fraction pursuant to Section 6(h).
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(f) For the purpose of any computation under Section 2 or this Section 6,
the "Current Market Price" per share of Common Stock on any date shall be deemed
to be the closing price of a single share of Common Stock on the trading day
immediately preceding the date in question as reported on the American Stock
Exchange. If on any such dates the Common Stock is not listed or admitted to
trading on the American Stock Exchange or any other national securities exchange
and is not quoted by NASDAQ or any similar organization, the fair value of a
share of Common Stock on such date, as determined in good faith by the board of
directors of the Company, whose determination shall be conclusive absent
manifest error, shall be used.
(g) The Company shall not be required to issue fractions of shares of
Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share would be issuable on the exercise of this
Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the Current Market
Price of such share of Common Stock on the date of exercise of this Warrant.
7. Transfer Taxes. The issuance of any shares or other securities upon the
exercise of this Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
8. Loss or Mutilation of Warrant. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction, or mutilation of any Warrant (and
upon surrender of any Warrant if mutilated), and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor, and denomination.
9. No Rights as a Stockholder. The Holder of any Warrant shall not have,
solely on account of such status, any rights of a stockholder of the Company,
either at law or in equity, or to any notice of meetings of stockholders or of
any other proceedings of the Company, except as provided in this Warrant.
10. Governing Law. This Warrant shall be construed in accordance with the
laws of the State of Delaware applicable to contracts made and performed within
such State, without regard to principles of conflicts of law.
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11. Notices. All notices and other communications under this Warrant
(except payment) shall be in writing and shall be sufficiently given if sent to
the Holder or the Company, as the case may be, by hand delivery, private
overnight courier, with acknowledgement of receipt, facsimile, or by registered
or certified mail, return receipt requested, as follows:
If to Holder: Presidio Partners
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Company Intelli-Check, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Or to such other address as any of them, by notice to the others may designate
from time to time. Time shall be counted to, or from, as the case may be, the
date of delivery in person or by overnight courier or five (5) business days
after mailing.
12. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
13. Amendment and Waiver. Except as otherwise provided herein, this
Warrant may not be modified or amended except pursuant to an instrument in
writing signed by the Company and the holder of the Warrant. No provision
hereunder may be waived other than in a written instrument executed by the
waiving party.
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Dated: August 8, 2005
Intelli-Check, Inc.
/s/ ▇▇▇▇▇ Madelabum
---------------------------------------
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Chief Executive Officer
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE RECEIVED, ________hereby sells, assigns, and transfers unto
__________________ a Warrant to purchase __________ shares of Common Stock, par
value $0.001 per share, of Intelli-Check, Inc. (the " Company" ), together with
all right, title, and interest therein, and does hereby irrevocably constitute
and appoint attorney to transfer such Warrant on the books of the Company, with
full power of substitution.
Dated:
-----------------------
By:
--------------------------------------
Signature
The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.
To: Intelli-Check, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
NOTICE OF EXERCISE
The undersigned hereby exercises his or its rights to purchase
_______Warrant Shares in accordance with the terms thereof, and tenders herewith
payment of the exercise price in full, together with all applicable transfer
taxes, if any.
Payment shall take the form of (check applicable box):
|_| in lawful money of the United States; or
|_| the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in Section 2(c), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection 2(c).
The undersigned requests that certificates for such securities be issued
in the name of, and delivered to:
________________________________________
________________________________________
________________________________________
(Print Name, Address and Social Security
or Tax Identification Number)
NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THE WITHIN WARRANT IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.
and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.
Dated:
-----------------------
By:
--------------------------------------
Print Name
--------------------------------------
Signature
Address:
-----------------------------
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SCHEDULE A
Other than in the following amounts of common stock for which the warrants are
exercisable, each of the warrants issued to the investors in the private
placement named below are exercisable at $5.40 per share of common stock and
identical in all other material respects.
Number of Warrants Issued
Security Holders in the Private Placement
----------------------------------------- -------------------------
WPG Software Fund, L.P. 110,000
SRG Capital, LLC 28,000
Enable Opportunity Partners, L.P. 10,000
Enable Growth Partners, L.P. 30,000
Smithfield Fiduciary LLC 50,000
Iroquois Master Fund Ltd. 50,000
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ International 7,200
▇▇▇ ▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust 10,000
RHP Master Fund, Ltd. 50,000
Nite Capital L.P. 26,000
Lagunitas Partners L.P. 32,800
Presidio Partners 24,750
▇▇▇▇▇ Partners 19,450
▇▇▇▇▇ Fund L.P. 5,800
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 10,000
▇▇▇▇ ▇▇▇▇▇ 4,000
H. ▇▇▇▇ ▇▇▇▇▇▇▇, M.D. 8,000
H. ▇▇▇▇ ▇▇▇▇▇▇▇, M.D., ▇▇▇ Rollover 8,000
▇▇▇ ▇▇▇▇▇▇▇▇ 16,000
JMP Securities LLC 125,000