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EXHIBIT 10.1
FORM OF
WARRANT EXERCISE & NOTE CONVERSION
AGREEMENT
This
Agreement (the “Agreement”), made as of the 26th
day of March 2008 between SPO Medical Inc. (the
“Company, or SPO”) and the undersigned subscriber
(the “Subscriber”).
Whereas
SPO and Subscriber entered into a Subscription
A
greement
dated September 2005, as subsequently amended, whereby SPO
sold Subscriber certain SPO securities including (i) a
promissory note (the “Note”); and (ii) a common
stock purchase warrant (the “Warrant”);
and
Whereas,
the Subscriber wishes to exercise the right, represented by
the Warrant, to purchase shares of Common Stock of the Company
and apply all principal owing under the Note to such purchase;
and furthermore wishes to exercise the right under the Note to
convert all interest owing thereunder to purchase shares of
Common Stock of the Company.
NOW
THEREFORE, in consideration of the above and the terms and
conditions hereof, the parties, for themselves, their, heirs,
successors and assigns agree as follows:
1.
Unless
otherwise defined herein, the capitalized terms used herein
shall have the meanings described in the Subscription
Agreement.
2.
Effective
the date hereof, the principal owing under the Note shall be
applied to purchase shares of Common Stock of the Company
under the Warrant and all interest accrued under the Note
shall be converted to shares of Common Stock of the Company,
all at the Warrant exercise price and Note conversion price of
$0.60 per share. Upon execution hereof (i) the Note shall be
deemed fully paid and satisfied and deemed null and void, and
(ii) the Warrant shall be deemed fully exercised and null and
void. SPO shall issue and deliver to Subscriber (at the
address below) certificates for such shares with a restrictive
legend required under law.
3.
In
consideration of the Subscriber's agreement to the above
exercise of Warrant and conversion of Note interest the
Company shall issue forthwith to the Subscriber a three year
warrant to purchase the number of shares of Common Stock equal
to 25% of the number of shares received from exercise of the
Warrant and Note conversion with an exercise price of $0.60
per share.
4.
Subscriber
represents and wa
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