Exhibit 10.37


 


THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE
OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW.  THIS WARRANT OR SUCH SHARES MAY NOT BE SOLD, DISTRIBUTED, PLEDGED,
OFFERED FOR SALE, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS: (A)
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
STATE SECURITIES LAW COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES;
(B) THE COMPANY (DEFINED BELOW) RECIEVES AN OPINION OF LEGAL COUNSEL FOR THE
HOLDER OF THIS WARRANT STATING THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION AND SUCH OPINION IS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE COMPANY; OR (C) PURSUANT TO RULE 144 UNDER SUCH ACT.


 


WARRANT
TO PURCHASE


SHARES
OF COMMON STOCK


 


 


VENDINGDATA
CORPORATION


 


THIS IS TO CERTIFY THAT,
for value received, Philiadelphia Brokerage Corporation (the “Holder”) is
entitled, during a specified period of time as set forth in Section 3 herein
(the “Exercise Period”), to purchase from VendingData Corporation, a Nevada
corporation (the “Company”), up to Seventy-Five Thousand (75,000), fully paid
and nonassessable shares of the Company’s common stock, par value $0.001 per
share (the “Common Stock”), at an exercise price per share as set forth in
Section 1 herein (the “Exercise Price”). 
The Warrant Shares shall be vested as of the date of this Warrant.  The term “Warrant,” as used herein, refers
to this Warrant to Purchase Shares of Common Stock, the term “Warrant Shares,”
as used herein, refers to the shares of Common Stock purchasable hereunder, and
the term “Parties,” as used herein, refers collectively to the Holder and the
Company.


 


TERMS
AND CONDITIONS


 


This Warrant is subject to the following terms,
provisions, and conditions:


 


1.             Exercise Price. 
The Exercise Price shall be $2.25 per share.


2.             Manner of Exercise; Issuance of
Certificates; Payment for Shares. 
Subject to the provisions hereof, this Warrant may be exercised by the
Holder, in whole or in part (but in not less than 1,000 share increments), by
the surrender of this Warrant, together with an exercise agreement in the form
attached hereto (the “Exercise Agreement”), duly completed and executed by the
Holder, to the Company during normal business hours on any business day at the
Company’s principal executive offices (or such other location as the Company
may designate by notice to the Holder); and upon (a) the payment to the Company
in cash, by certified or official bank check or by wire transfer for the
account of the Company in the amount of the Exercise Price multiplied by the
number of  Warrant Shares for which the
Warrant is being exercised.


                In addition to the method of
payment set forth above and in lieu of any cash payment required thereunder,
the Holder(s) of the Warrants shall have the right at any time and from time to
time 


 

















 


to exercise the
Warrants in whole or in part by surrendering the Warrant in the manner
specified above in exchange for that number of shares of Common Stock equal to
the product of (x) the number of shares as to which such Warrants are being
exercised multiplied by (y) a fraction, the numerator of which is the market
price of the Common Stock less the Exercise Price and the denominator of which
is such market price.  Solely for the
purposes of this paragraph, market price shall be calculated either (i) on the
date on which notice of the Holder’s election to exercise is given pursuant to
the paragraph above; or (ii) as the average of the market prices for each of
the five trading days preceding such notice date, whichever results in a higher
market price.  If at any time the Common
Stock is not listed on the New York Stock Exchange, the American Stock
Exchange, any domestic security exchange, or quoted on the Nasdaq Stock Market,
the “market price” shall be the fair value thereof determined jointly by the
Company and the Holder; provided, that if such parties are unable to reach
agreement within a reasonable period of time, such “market price” shall be determined
by an appraiser jointly selected by the Company and the Holder.  The determination of such appraiser shall be
final and binding on the Company and the Holder, and the fees and expenses of
such appraiser shall be paid by the Company. 
Any fractional share resulting from such cashless exercise shall be
eliminated.


 


The Warrant Shares
so purchased shall be deemed to be issued to the Holder as the record owner of
such Warrant Shares, as of the close of business on the date on which this
Warrant shall have been surrendered, the completed Exercise Agreement shall
have been delivered, and payment shall have been made for such Warrant Shares
as set forth above. Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise
Agreement, shall be delivered to the Holder within a reasonable time after this
Warrant shall have been so exercised. The certificates so delivered shall be in
such denominations as may be reasonably requested by the Holder and shall be
registered in the name of the Holder or such other name as shall be designated
by the Holder. If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired, the Company shall, at its expense, at the time
of delivery of such certificates, deliver to the Holder a new warrant
representing the number of Warrant Shares with respect to which this Warrant
shall not then have been exercised.


 


3.                  Exercise
Period.  This Warrant may be
exercised any time before 2:00 p.m., Las Vegas, Nevada time, on September 23,
2008 (the “Exercise Period”).


 


4.                  Conditions Precedent Call
and Redemption.  Notwithstanding
anything else herein to the contrary, this Warrant may be called and redeemed,
if not previously exercised, after the Company gives written notice to Holder
of the Company’s election to call and redeem (the “Redemption Notice”) the
Warrant and, if within thirty (30) days of such Redemption Notice, Holder has not exercised the Warrant
pursuant to the terms hereof. In the event of such redemption, the Company must
pay to Holder consideration equal to the par value of the shares issuable
pursuant to the Warrant.


 


              5.             Covenants
of the Company.              The Company hereby covenants and
agrees as follows:


 


                              (a)           Shares
to be Fully Paid.  All Warrant
Shares shall, upon issuance in accordance with the terms of this Warrant, be
validly issued, fully paid, and non-assessable.


 


                              (b)           Reservation of Shares.  During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.


 


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                              (c)           Successors and Assigns.  This Warrant shall be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all the Company’s assets.


 


              6.             Payment
of Expenses.  The Company and the
Holder shall each be responsible for their own costs and expenses payable in
connection with (a) the negotiation, preparation, execution and delivery of
this Agreement and the other agreements to be executed in connection herewith;
and (b) the issuance of certificates for Warrant Shares upon the exercise of
this Warrant.  The Company shall pay any
issuance tax in connection with the issuance of certificates for Warrant
Shares; provided, however, that the Holder shall be responsible for any income
or other taxes in connection with such issuance.


 


              7.             No Rights or Liabilities as a Stockholder.  This Warrant shall not entitle the Holder to
any voting rights or other rights as a stockholder of the Company. No provision
of this Warrant, in the absence of affirmative action by the Holder to purchase
Warrant Shares, and no mere enumeration herein of the rights or privileges of
the Holder, shall give rise to any liability of such Holder for the Exercise
Price or as a stockholder of the Company, whether liability is asserted by the
Company or by creditors of the Company.


 


                8.             Transfer,
Exchange, and Replacement of Warrant. 
Neither this Warrant, nor any interest in this Warrant, may be sold,
distributed, assigned, offered, pledged or otherwise transferred without the
express written consent of the Company.


 


(a)              Exchange of Warrants; Replacements
of Warrants.  This Warrant is
exchangeable upon the surrender hereof by the Holder to the Company for new
warrants of like tenor and date representing in the aggregate the right to
purchase the number of shares of Common Stock purchasable hereunder, each of
such new Warrants to represent the right to purchase such number of shares of
Common Stock (not to exceed the aggregate total number purchasable hereunder)
as shall be reasonably designated by the Holder at the time of such surrender.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction, or mutilation of
this Warrant, and, in case of loss, theft or destruction, of indemnity, or
security reasonably satisfactory to it, and upon surrender and cancellation of
this Warrant, if mutilated the Company will make and deliver a new warrant of
like tenor, in lieu of this Warrant.


 


(b)               Cancellation: Payment of
Expenses.  Upon the surrender of
this Warrant in connection with any transfer, exchange, or replacement as
provided in this Section 8, this Warrant shall be promptly canceled by the
Company.  The Company and the Holder
shall each be responsible for their own costs and expenses payable in
connection with the preparation, execution, and delivery of new warrants pursuant
to this  Section
8. The Holder shall be responsible for any tax which may be payable in
connection with any transfer of a certificate for Warrant Shares.


 


(c)           Registrar.  The Company shall maintain, at its principal
executive offices (or such other location as the Company may designate by
notice to the Holder), a registrar for this Warrant, in which the Company shall
record the name and address of the person in whose name this Warrant has been
issued, as well as the name and address of each transferee and each prior owner
of this Warrant.


 


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9.            Amendments.  No amendment or modification of this  Warrant
shall be deemed effective unless and until such amendment or modification is an
express writing executed by both the Parties.


 


10.           Governing Law. This Warrant
shall be governed by and construed and enforced in accordance with the internal
laws of the State of Nevada without regard to the body of law controlling
conflicts of law. The parties hereto hereby submit to the exclusive
jurisdiction of the courts located in Las Vegas, Nevada, with respect to any
dispute arising under this Warrant and the transactions contemplated hereby.


 


11.          Registration Rights.


 


(a)           Piggyback Registration.  If the Company proposes to register any of
its Securities under the Securities Act (other than pursuant to Form S-4 or
Form S-8) for itself or on behalf of any security holder, the Company will give
written notice thereof to Holder.  If Holder
notifies the Company within twenty (20) days after receipt of any such notice
of his desire to include any such Registrable Securities in such proposed
registration statement, the Company shall afford Holder the opportunity to have
any such Shares registered under such registration statement.  For purposes of this Agreement, the term
“Registrable Securities” means the Warrant Shares issued or issuable and any
shares of capital stock issued or issuable as a dividend on or in exchange for
or otherwise with respect to any of the foregoing.


 


(b)           Obligations of the Holder.  It shall be a condition precedent to the
obligations of the Company to complete the registration pursuant to this
Warrant with respect to the Registrable Securities of the Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
the Registrable Securities held by it as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such
documents and otherwise cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of the registration
statement. At least three (3) business days prior to the first anticipated
filing date of the Registration Statement, the Company shall notify the Holder
of the information the Company requires from each such Holder.


 


(c)           Expense of the Registration.  All reasonable expenses, other than
underwriting discounts and commissions, incurred by the Company in connection
with registrations, filings or qualifications pursuant to this Section 11,
including without limitation, all registration, listing and qualification fees,
printers and accounting fees, and the fees and disbursements of counsel for the
Company, shall be borne by the Company.


 


(d)           Termination or Withdrawal of
Registration.  The Company shall
have the right to terminate or withdraw any registration made pursuant to this
subparagraph (i) prior to the effectiveness of such registration whether or not
any Holder has elected to include such Holder’s Shares in such registration.


 


12.           Expiration Date.  This Warrant shall expire and become null
and void and of no further force or effect at 5:00 p.m. Las Vegas, Nevada time
on September 23, 2008.


 


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                IN WITNESS
WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer.


 


	
   

  	
  VENDINGDATA CORPORATION

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ JOHN R. SPINA

  	
   

  
	
   

  	
   

  	
  John R. Spina, Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Effective Date: September 23, 2003

  



 


 


 


 


 


 


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EXERCISE AGREEMENT


 


TO:                   VENDINGDATA CORPORATION (THE
“COMPANY”)


 


The undersigned, pursuant
to the provisions set forth in the attached Warrant to Purchase Shares of
Common Stock (the “Warrant”) hereby irrevocably elects and agrees to
purchase                   shares (the
“Exercised Shares”) of the Company’s common stock (“Common Stock”) covered by the
Warrant and makes payment herewith in full therefore at the price per share
provided by the Warrant in cash or by certified or official bank check in the
amount of $                       If
said number of shares of Common Stock shall not be all the shares purchasable
under the Warrant, a new warrant is to be issued in the name of said
undersigned covering the balance of the shares purchasable thereunder less any
fraction of a share paid in cash. 
Please issue a certificate or certificates for the Exercised Shares in
the name of and pay any cash for any fractional share to:


 


	
   

  	
  NAME:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIGNATURE:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATED:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADDRESS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NOTE:

  	
  The above signature should correspond exactly with
  the name on the face of the Warrant.

  



 


 


 


 


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