**Exhibit10.8**

 

**MediCor Ltd.Form of Consulting Warrant Agreement**

 

**THESECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FORINVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (*THE“SECURITIES ACT”*).  WITHOUTSUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED ATANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OFCOUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCHTRANSFER OR THE SUBMISSION TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFERWILL NOT BE IN VIOLATION OF THE SECURITIES ACT OR APPLICABLE STATE SECURITIESLAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.**

 

This Warrant (*the“Warrant”*) is made and entered into on the date hereinafter set forby and between MediCor Ltd., a Delaware corporation (*the “Company”*), and theperson whose name appears on the signature page hereof identified as thewarrant holder (*the “Holder”*).

 

**WHEREAS: **TheCompany wishes to grant the Holder the Warrant which gives the Holder theright, but not the obligation, to purchase stock in the Company as recognitionof the Holder’s valuable services to the Company, and the Holder will, inconsideration of the receipt of said Warrant, agree to the terms, conditionsand provisions set forth herein.

 

**NOW, THEREFORE,** in consideration of thepremises and promises, warranties and representations herein contained, it isagreed as follows:

 

**1.****             WARRANT.**         Subject to the conditionsset forth herein, the Company hereby grants to the Holder the right, privilegeand option to purchase the number of shares of the Company’s Common Stockidentified on the signature page hereof (*the “Warrant Shares”*) at a price per shareas stated on the signature page hereof (*the “Strike Price”*) in the mannerhereinafter provided, effective as of the date stated on the signature pagehereof (*the“Grant Date”*).

 

**2.****             VESTINGOF WARRANT SHARES.****             **The WarrantShares shall be vested as follows, unless the Warrant has been terminatedpursuant to Section 5 hereof:

**(a)****          **TwentyFive Percent (25%) on the first anniversary of the Grant Date;

**(b)****          **TwentyFive Percent (25%) on the second anniversary of the Grant Date;

**(c)****          **TwentyFive Percent (25%) on the third anniversary of the Grant Date;

**(d)****          **Theremaining Warrant Shares on the fourth anniversary of the Grant Date;

 

**3.****             CHANGEOF CONTROL.****                **Additionally,the Warrant, unless it has expired or been earlier terminated, shall vest as toall the Warrant Shares on the Acceleration Date as defined below occurring upona change of control of the Company.

 

**MediCor Ltd.**

**ConsultingWarrant#    **

 

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**(a)          **Asdefined herein, *“Change of Control”* shall mean the occurrence of any of thefollowing: (i) any “person” or “group” (as such term is used in Sections 13(d)and 14(d)(2) of the Exchange Act), other than the Company, a trustee or otherfiduciary holding securities under an employee benefit plan of the Company or acompany owned, directly or indirectly, by the stockholders of the Company insubstantially the same proportions as their ownership of stock of the Company),is or becomes the “beneficial owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities of the Companyrepresenting 20% or more of the total combined voting power represented by theCompany’s then outstanding voting securities; or (ii) during any period of twoconsecutive years, individuals who at the beginning of such period constitutethe Board and any new director (other than a director designated by a personwho has entered into an agreement with the Company to effect a transactiondescribed in clause (i), (iii) or (iv) of this definition) whose election bythe Board or nomination for election by the Company’s stockholders was approvedby a vote of at least two-thirds (2/3) of the directors who either weredirectors at the beginning of the two-year period or whose election ornomination for election was previously so approved, cease for any reason toconstitute a majority thereof;  (iii)any Reorganization as defined below; or (iv) the stockholders of the Companyadopt a plan of complete liquidation of the Company.

 

**(b)****          **The term *“Reorganization”*as used herein shall mean: (i) the approval by the stockholders of the Companyof any statutory merger, consolidation or share exchange to which the Companyis a party as a result of which the persons who were stockholders of theCompany immediately prior to the effective date of such Reorganization shallhave beneficial ownership of less than fifty percent (50%) of the totalcombined voting power in the election of directors of the surviving corporationfollowing the effective date of such Reorganization; or (ii) the approval bystockholders of an agreement for the sale or disposition by the Company of allor substantially all of the assets of the Company.

 

**(c)****          **The term “sale ordisposition by the Company of all or substantially all of the assets of theCompany” shall mean a sale or other disposition transaction or series of relatedtransactions involving assets of the Company or any subsidiary thereof(including the stock of any direct or indirect subsidiary of the Company) inwhich the value of the assets or stock being sold or otherwise disposed of (asmeasured by the purchase price being paid therefor or by such other method asthe Board of Directors of the Company determines is appropriate in a case wherethere is no readily ascertainable purchase price) constitutes more thantwo-thirds of the fair market value of the Company (as hereinafterdefined).  For purposes of the precedingsentence, the “fair market value of the Company” shall be the aggregate marketvalue of the outstanding shares of Common Stock of the Company (on a fullydiluted basis) plus the aggregate market value of the Company’s otheroutstanding equity securities.  Theaggregate market value of the shares of Common Stock of the Company shall bedetermined by multiplying the number of shares of the Company’s Common Stock (ona fully diluted basis) outstanding on the date of the execution and delivery ofa definitive agreement with respect to the transaction or series of relatedtransactions (the “Transaction Date”) by the average closing price of theshares of Common Stock of the Company for the ten trading days immediatelypreceding the Transaction Date.  Theaggregate market value of any other equity securities of the Company shall bedetermined in a manner similar to that prescribed in the immediately precedingsentence for determining the aggregate market value of the shares of CommonStock of the Company or by such other method as the Board shall determine isappropriate.

 

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**(d)****          **“*AccelerationDate”* shall mean the earliest date on which any of the following eventsshall have first occurred: (i) the acquisition described in clause (i) of thedefinition of Change of Control above; (ii) the change in the composition ofthe Board of Directors of the Company described in clause (ii) above; or (iii)the stockholder approval or adoption described in clauses (iii) and (iv) above.

 

**4.****             METHOD OF EXERCISE. ****               **WarrantShares purchased under this Warrant shall, at the time of purchase, bepaid for in full, either in cash or through a “cashless” exercise,whereby in lieu of paying the exercise price in cash, the Holder may elect toreceive a number of shares of Common Stock equal to the number of such sharesoriginally issuable upon exercise less such number of shares as have the thencurrent trading price equal in the aggregate to the exercise price of theWarrant Shares (based on the average closing bid price of the Common Stock forthe five trading day period immediately prior to the date of exercise) and anyapplicable federal, state and local taxes. To the extent that the right to purchase Warrant Shares has accruedhereunder, this Warrant may be exercised, from time to time, by written noticeto the Company stating the number of shares with respect to which this Warrantis being exercised and the time of delivery thereof, which shall be at leastfifteen (15) days after the giving of such notice, unless an earlier date shallhave been mutually agreed upon.  Ifrequested by the Company, Holder shall provide the Company with an opinion ofcounsel satisfactory to the Company that the exercise of the Warrant and theissuance of the Warrant Shares do not require registration under, and that anysuch exercise and issuance will not be in violation of, the Securities Act orapplicable state securities laws or rule or regulations promulgated thereunder.

 

At the timespecified in such notice, the Company shall, without transfer or issue tax tothe Holder, deliver to the Holder by certified mail, a certificate orcertificates for such Warrant Shares, against the payment by the Holder of theStrike Price, in full, for the number of Warrant Shares to be delivered, bycertified or bank cashier’s check, or the equivalent thereof acceptable to theCompany or through a “cashless” exercise in accordance with the precedingparagraph, provided, however, that the time of such delivery may be postponedby the Company for such period as may be required for it, with reasonablediligence, to comply with any requirements of any state or federal agency orany securities exchange.  If the Holderfails to accept delivery of and pay for all or any part of the number of sharesspecified in the notice given by the Holder, upon tender and delivery of saidshares, the Holder’s right to exercise this Warrant with respect to suchundelivered shares shall be terminated. If this Warrant is exercised within six (6) months of the Company’sInitial Public Offering (an *“IPO”*), the Holder shall execute a lock-upagreement for the balance of the six month period following the IPO.

 

**5.****             TERMINATIONOF WARRANT.****         **Except as hereinotherwise stated, this Warrant, to the extent not theretoforeexercised, shall terminate at 5:00 p.m. local time at Las Vegas, Nevada onthe date which is five (5) years from the Grant Date.

 

**6.****             REPRESENTATIONSAND WARRANTIES OF THE HOLDER.****             **The Holder herebywarrants and represents to the Company, as of the date hereof and as of thedate or dates on which any Warrant Shares are purchased hereunder, as follows:

 

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**(a)****          **TheHolder is an Accredited Investor as defined in Regulation D promulgated by theSecurities and Exchange Commission (*the “SEC”*) under the Act;

 

**(b)****          **TheHolder is, by reason of the Holder’s business or financial experience, capableof evaluating the merits and risks of the purchase of the Warrant Shares and ofprotecting the Holder’s own interests in connection with the Warrant;

 

**(c)****          **Indeciding whether to acquire the Warrant Shares, the Holder has relied, and willrely, exclusively upon consultations with Holder’s legal, financial and taxadvisers with respect to the nature of the Warrant;

 

**(d)****          **TheHolder understands that neither the SEC, nor any other governmental agencyhaving jurisdiction over the sale and issuance of the Warrant Shares will makeany finding or determination relating to the appropriateness for investment ofthe Warrant Shares and that none of them has or will recommend or endorse theWarrant Shares.

 

**(e)****          **TheHolder represents that the Warrant Shares will purchased for Holder’s ownaccount for investment and will not be purchased with a view to the sale ordistribution thereof, and that the Holder has no intention of distributing orreselling any portion of the Warrant or Warrant Shares which the Holder isreceiving or may purchase.  The Holderacknowledges that the Warrant and the Warrant Shares have not been registeredunder the Act and must be held indefinitely unless subsequently registeredunder the Act or an exemption for such registration is available.  The Holder also acknowledges that Holder isfully aware of the restrictions on disposing of the Warrant Shares resultingfrom the provisions of the Act and the General Rules and Regulations of the SECthereunder.  The Holder furtherunderstands that the Warrant Shares have not been, and will not be, qualifiedunder applicable state securities laws.

 

**(f)****           **TheHolder, if requested by the Company’s underwriters from time to time, willexecute “lock-up” agreements as requested, relating to the Warrant and theWarrant Shares.

 

**(g)****          **TheHolder recognizes that “stop transfer” instructions will be issued against anystock certificates under this Warrant and that a restrictive legend thataddresses acquisition for investment, subject to Rule 144, will be placed onthe stock certificates issued under this Warrant.

 

**7.****             RESTRICTIONS ONISSUANCE OF SHARES.****          **The Company shallnot be obligated to sell and issue any share pursuant to this Warrant, unlesspermission to issue said shares has first been obtained from any judicial orgovernmental agency, if required, and further, unless the shares with respectto which this Warrant is exercised are, at the time, effectively registered, orexempt from registration, under the Securities Act.  The Company may require an opinion of counsel acceptable to theCompany to the effect of any exemption.

 

**8.****             TRANSFERABILITY OFWARRANT; RIGHTS PRIOR TO EXERCISE.****             **During theHolder’s lifetime, the Warrant hereunder shall be exercisable only by theHolder, or any guardian or legal representative of the Holder in accordancewith this Warrant Agreement.  In eventof (a) any attempt by the Holder to alienate, assign, pledge, hypothecate orotherwise dispose of the Warrant, except as provided herein; or (b) the levy ofany attachment, execution or

 

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similar process upon therights or interest hereby conferred, the Company may terminate the Warrant bynotice to the Holder and it shall thereupon become null and void. The Holdershall have no rights as a shareholder of shares subject to this Warrant untilpayment in full for the Warrant Shares and the delivery of such shares asherein provided.

 

**9.****             REGISTRATIONRIGHTS.****              **The Holdershall have the same registration rights under Form S-8 or otherwise as may begenerally made available from time to time to officers and employees of theCompany.

 

**10.****          SERVICE NOT AFFECTED.****            **Thegranting of this Warrant or its exercise shall not be construed as granting tothe Holder any right with respect to any other agreement between the Holder andthe Company.

 

**11.****          BINDING EFFECT.****            **ThisWarrant shall be binding upon the heirs, executors, administrators andsuccessors of the parties hereto.

 

**12.****          GOVERNING LAW.****          **ThisWarrant shall be governed by, and construed and enforced in accordance with,the laws of the State of Delaware.

 

 

# **SIGNATURESON NEXT PAGE**

 

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**IN WITNESS WHEREOF,** the parties have causedthis Consulting Warrant Agreement to be executed as of this**          **day of                           **,200    **.

 
|                          | **“Company”**                  |                  |
|-------------------------------|------------------------------------------|-----------------------|
|                          | **MediCor Ltd.,**a  Delaware corporation |                  |
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|                          | By:                                      |                  |   |   |
|                          |                                     | Chairman of the Board |   |
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|                          | **“Holder”**                   |                  |
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|                          |                                     | Printed Name          |   |
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|                          |                                     | Signature             |   |
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| Address of Holder:            |                                     |
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| Phone:                        |                                     |                  |   |
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| Fax:                          |                                     |                  |   |
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| E-Mail:                       |                                     |                  |   |
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| Tax Id. or Soc. Sec.  Number: |                                     |
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**“STRIKE PRICE”:**
| **DOLLARS  PER SHARE ($        )** |
|----------------------------------------------------------------------------|

 
| **“GRANT DATE”:** |
|-----------------------------|
|                        |

 
| **“WARRANT SHARES”:**                                                                                                   |
|-----------------------------------------------------------------------------------------------------------------------------------|
| **EXACTLY  (                   )** |

 

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