FORM OF VOTING COMMON STOCK
PURCHASE WARRANT
NEITHER THIS
WARRANT NOR ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “
ACT ”) OR UNDER ANY STATE SECURITIES LAWS. NEITHER
THIS WARRANT NOR ANY SUCH SHARES MAY BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND STATE SECURITIES LAWS OR THE
AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION.
For the Purchase of _______
Shares
AXCESS INTERNATIONAL,
INC.
Voting Common Stock Purchase Warrant
The following
recitals are true and constitute the basis for this
Warrant:
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A.
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This Warrant is issued to Amphion
Innovations plc or their successors in interest, assigns or
transferees (collectively, the “ Warrant Holder
”), in consideration for the Convertible Note issued
October 28, 2009 by Axcess International, Inc., a Delaware
corporation (the “ Company ”).;
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B.
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The
total number of shares of the Company’s Voting Common Stock
(as defined in Section 9(a) hereof) (the “ Warrant
Shares ”) to be issued to the Warrant Holder is
shares (*** ___***); and
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C.
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This Warrant shall be exercisable at
any time and from time to time on or prior to the December 31,
2014.
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THIS CERTIFIES
THAT, for value received, the Warrant Holder is entitled to
purchase from the Company, ___ Warrant Shares at the exercise price
of No Dollars and Seventy-Five Cents ($0.75) per share (the “
Exercise Price ”).
Section 1. Exercise of Warrant .
The rights
represented by this Warrant may be exercised by the Warrant Holder,
in whole or in part, by delivering to the Company a duly executed
notice of exercise in the form of ANNEX A hereto and
delivering a check payable to (or wire transfer to the account of)
the Company in an amount equal to the product of (x) the
Exercise Price times (y) the number of Warrant Shares as to
which this Warrant is being exercised