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 (such product, the “
Total Exercise Price ”). This Warrant shall be deemed
to have been exercised immediately prior to the close of business
on the date of delivery of a duly executed notice of exercise
together with the amount (in cash) payable upon exercise of this
Warrant and, as of such moment, (i) the rights of the Warrant
Holder, as such, with respect to the number of Warrant Shares as to
which this Warrant is being exercised shall cease, and
(ii) such Warrant Holder shall be deemed to be the record
holder of the shares of Voting Common Stock issuable upon such
exercise. As soon as practicable after the exercise, in whole or in
part, of this Warrant, and in any event within 10 business days
thereafter, the Company at its expense (including the payment by it
of any applicable issuance or stamp taxes) will cause to be issued
in the name of and delivered to the Warrant Holder, or as the
Warrant Holder (upon payment by the Warrant Holder of any
applicable transfer taxes) may direct, a certificate or
certificates for the number of fully paid and nonassessable shares
of Voting Common Stock to which the Warrant Holder shall be
entitled upon such exercise. In the event of partial exercise of
this Warrant, the Warrant need not be deliv
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