exv10w2









Exhibit 10.2




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:





	A.	 	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”).;
	 
	B.	 	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
	 
	C.	 	This Warrant shall be exercisable at any time and from time to time on or prior to the
December 31, 2014.





     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 delivered to the Company; provided that the Warrant Holder agrees to make a
notation of such partial exercise and, if applicable, surrender on the Warrant. If this Warrant is
delivered to the Company, the Company shall issue and deliver to the Warrant Holder a new Warrant
evidencing the rights to purchase the remaining Warrant Shares, which new Warrant shall in all
other respects be identical to this Warrant.






 









 






      Section 2. Investment Representation.




     By accepting this Warrant, the Warrant Holder represents that the Warrant Holder is acquiring
this Warrant for investment purposes and will not sell or otherwise dispose of this Warrant or the
underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder
acknowledges that the certificates representing any Warrant Shares will bear a legend indicating
that they have not been registered under the Act, and may not be sold by the Warrant Holder except
pursuant to an effective registration statement or pursuant to an exemption from registration.



      Section 3. Validity of Warrant and Issue of Shares.




     The Company represents and warrants that this Warrant has been duly authorized and validly
issued and covenants and agrees that all shares of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly
authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof. The Company further covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the Company will at all times
have authorized and reserved a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant.



     The Company shall not be required upon the exercise of this Warrant to issue any fraction of
shares, but shall make any adjustment therefore by rounding the number of shares obtainable upon
exercise to the next highest whole number of shares.



      Section 4. Transfer of Rights.




     This Warrant is transferable in whole or in part, at the option of the Warrant Holder, upon
delivery of a duly executed Warrant Assignment Form in the form annexed as ANNEX B hereto.
The Company shall execute and deliver a new Warrant or Warrants in the form of this Warrant with
appropriate changes to reflect the issuance of subsequent Warrants in the name of the assignee or
assignees named in such instrument of assignment, and if the Warrant Holder’s entire interest is
not being transferred or assigned, in the name of the Warrant Holder, and this Warrant shall
promptly be canceled. Any transfer or exchange of this Warrant shall be without charge to the
Warrant Holder, and any new Warrant or Warrants issued shall be dated the date hereof. The term
"Warrant” as used herein includes any Warrants into which this Warrant may be divided or for which
it may be exchanged. The Warrant Holder (and not the Company) will be responsible for any stamp,
transfer or other taxes payable on any such transfer.



      Section 5. Lost, Mutilated or Missing Warrant.




     Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and upon surrender and cancellation of this Warrant, if mutilated, the
Company shall execute and deliver a new Warrant of like denomination and date.



      Section 6. Rights of Warrant Holder.




     The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a
shareholder of the Company, either at law or equity, and the rights of the Warrant Holder are
limited to those expressed in this Warrant.



      Section 7. Successors.




     All the provisions of this Warrant by or for the benefit of the Company or the Warrant Holder
shall bind and inure to the benefit of their respective successors and assigns.



      Section 8. Miscellaneous.




     (a) This Warrant shall be construed in accordance with and governed by the laws of the State
of Delaware.



 









 





     (b) The caption headings used in this Warrant are for convenience of reference only and shall
not be construed in any way to affect the interpretation of any provisions of this Warrant.



      Section 9. Notices.




     Any notice pursuant to this Warrant shall be effective if sent by first class mail, postage
prepaid, or delivered by facsimile transmission, addressed as follows:



     If to the Company, then to it at:


Axcess International Inc.

3208 Commander Drive

Dallas, Texas 75006

Attention: Chief Financial Officer

Facsimile No.: (972) 407-9085




     (or to such other address as the Company may have furnished in writing to the Warrant Holder
for this purpose); and



     If to the Warrant Holder, then to it at such address as such Warrant Holder may have furnished
in writing to the Company for this purpose.



     IN WITNESS WHEREOF, the Company, intending to be legally bound hereby, has caused this Warrant
to be signed by its President and Chief Executive Officer and attested by its Secretary or
Assistant Secretary as of the date set forth below.



	 	 	 	 	 
	 	AXCESS INTERNATIONAL INC.

 	 
	 	By:  	/s/ Allan Frank
 	 
	 	 	Allan Frank, Chief Financial Officer