exv10w3






Exhibit 10.3



NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF
COUNSEL FOR THE COMPANY AT THE COMPANY’S EXPENSE (OR IF THE COMPANY’S COUNSEL DOES NOT PROVIDE SUCH
OPINION, COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.




Right to Purchase ______ shares of Common Stock of Vicor Technologies, Inc.



(subject to adjustment as provided herein)




COMMON STOCK PURCHASE WARRANT




			
	No. W —                     
	 	Issue Date: October 8, 2010





VICOR TECHNOLOGIES, INC., a corporation organized under the laws of the State of Delaware (the
“Company”), hereby certifies that, for value received _______________or its assigns (the “Holder”),
address at ___________, is entitled, subject to the terms set forth below, to purchase from the
Company at any time after the Issue Date until 5:00 p.m., E.S.T on the date which is four years
after the Issue Date (the “Expiration Date”), up to ___________ (_____) fully paid and
non-assessable shares of Common Stock at a per share purchase price of $0.80. The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is referred to herein
as the “Purchase Price.” The number and character of such shares of Common Stock and the Purchase
Price are subject to adjustment as provided herein. The Company may reduce the Purchase Price for
some or all of the Warrants, temporarily or permanently, provided such reduction is made as to all
outstanding Warrants for all Holders of such Warrants. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Subscription Agreement (the
“Subscription Agreement”), dated as of October 8, 2010, entered into by the Company, the Holder and
the other signatories thereto.




     As used herein the following terms, unless the context otherwise requires, have the following
respective meanings:



     (A) The term “Company” shall mean Vicor Technologies, Inc., a Delaware corporation, and any
corporation which shall succeed or assume the obligations of Vicor Technologies, Inc. hereunder.



     (B) The term “Common Stock” includes (i) the Company’s Common Stock, $0.0001 par value per
share, as authorized on the date of the Subscription Agreement, and (ii) any other securities into
which or for which any of the securities described in (i) may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, sale of assets or otherwise.



     (C) For purposes of this Warrant, the “Fair Market Value” of a share of Common Stock as of a
particular date (the “Determination Date”) shall mean:



 









 





          (a) If the Company’s Common Stock is traded on an exchange or is quoted on the NASDAQ Global
Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange, the
NYSE Amex or the OTC Bulletin Board, then the average of the closing sale prices of the Common
Stock for the five (5) trading days immediately prior to (but not including) the Determination
Date;




          (b) If the Company’s Common Stock is traded on the OTCQB Market, the over-the-counter market
or Pink Sheets, then the lowest average of the closing bid and ask prices reported for the five (5)
trading days immediately prior to (but not including) the Determination Date of any market on which
the Company’s Common Stock is traded;




          (c) Except as provided in clause (d) below and Section 3.1, if the Company’s Common
Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such
an agreement, by arbitration in accordance with the rules then standing of the American Arbitration
Association, before a single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided; or




          (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any
event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then
all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the
event of such liquidation, dissolution or winding up, plus all other amounts to be payable per
share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of
this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the
Warrants are outstanding at the Determination Date.




     (D) The term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the holder of the
Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the
Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 4 or otherwise.



     (E) The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.



     1. Exercise of Warrant.



          1.1. Number of Shares Issuable upon Exercise. From and after the Issue Date through
and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of
this Warrant in whole in accordance with the terms of Section 1.2 or upon exercise of this
Warrant in part in accordance with Section 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4 below.




          1.2. Full Exercise. This Warrant may be exercised in full by the Holder hereof by
delivery to the Company of an original or facsimile copy of the form of subscription attached as
Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and delivery of
payment, in cash, wire transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common Stock for which this
Warrant is then exercisable by the Purchase Price then in effect. The original Warrant is not
required to be surrendered to the Company until it has been fully exercised.







 









 








          1.3. Partial Exercise. This Warrant may be exercised in part (but not for a
fractional share) by delivery of a Subscription Form in the manner and at the place provided in
Section 1.2, except that the amount payable by the Holder on such partial exercise shall be
the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the
Holder in the Subscription Form by (b) the Purchase Price then in effect. On any such partial
exercise, provided the Holder has surrendered the original Warrant, the Company, at its expense,
will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like
tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.




          1.4. Automatic Exercise. In the event this Warrant is exercisable pursuant to the
provisions of Section 2 hereof on a cashless basis as of the close of the last trading day on or
before the Expiration Date, then this Warrant, to the extent not previously unexercised and subject
to the limitation in Section 9 of this Warrant shall be deemed to have been automatically exercised
without the requirement of any notice or delivery of the Subscription Form, pursuant to the terms
of Section 2. Such Expiration Date will be deemed the exercise date for purposes of determining
the Warrant Share Delivery Date and similar terms hereof.




          1.5. Company Acknowledgment. The Company will, at the time of the exercise of the
Warrant, upon the request of the Holder hereof, acknowledge in writing its continuing obligation to
afford to such Holder any rights to which such Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any
such request, such failure shall not affect the continuing obligation of the Company to afford to
such Holder any such rights.




          1.6. Delivery of Stock Certificates, etc. on Exercise. The Company agrees that,
provided the full purchase price listed in the Subscription Form is received as specified in
Section 1.2, the shares of Common Stock purchased upon exercise of this Warrant shall be
deemed to be issued to the Holder hereof as the record owner of such shares as of the close of
business on the date on which delivery of a Subscription Form shall have occurred and payment made
for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or
in part, and in any event within three (3) business days thereafter (“Warrant Share Delivery
Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will
cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of duly and validly issued, fully
paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be
entitled on such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one
full share of Common Stock, together with any other stock or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to
Section 1 or otherwise. The Company understands that a delay in the delivery of the
Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder.
As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and
not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant
the proportionate amount of $100 per business day after the Warrant Share Delivery Date for each
$10,000 of Purchase Price of Warrant Shares for which this Warrant is exercised which are not
timely delivered, not to exceed a maximum amount of liquidated damages of 10% of the Purchase Price
of the Warrant Shares. The Company shall pay any payments incurred under this Section 1.6 in
immediately available funds upon demand. Furthermore, in addition to any other remedies which may
be available to the Holder, in the event that the Company fails for any reason to effect delivery
of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the
relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the
Company and the Holder shall each be restored to their respective positions immediately






 









 







prior to the exercise of the relevant portion of this Warrant, except that the liquidated
damages described above shall be payable through the date notice of revocation or rescission is
given to the Company.




          1.7. Buy-In. In addition to any other rights available to the Holder, if the Company
fails to deliver to a Holder the Warrant Shares as required pursuant to this Warrant after the
Warrant Share Delivery Date and the Holder or a broker on the Holder’s behalf, purchases (in an
open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale
by such Holder of the Warrant Shares which the Holder was entitled to receive from the Company (a
“Buy-In”), then the Company shall pay in cash to the Holder (in addition to any remedies available
to or elected by the Holder) the amount by which (A) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the
aggregate Purchase Price of the Warrant Shares required to have been delivered together with
interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest
thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).
For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to $10,000 of Purchase Price of Warrant Shares to have been received
upon exercise of this Warrant, the Company shall be required to pay the Holder $1,000, plus
interest. The Holder shall provide the Company written notice indicating the amounts payable to the
Holder in respect of the Buy-In.




     2. Exercise.



          (a) Payment upon exercise may be made at the option of the Holder either in (i) cash, wire
transfer or by certified or official bank check payable to the order of the Company equal to the
applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the
Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing
methods, for the number of Common Stock specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the
holder per the terms of this Warrant) and the holder shall thereupon be entitled to receive the
number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or
Other Securities) determined as provided herein.




          (b) Subject to the provisions herein to the contrary, if the Fair Market Value of one share of
Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in
lieu of exercising this Warrant for cash, the holder may elect to receive shares equal to the value
(as determined below) of this Warrant (or the portion thereof being cancelled) by delivery of a
properly endorsed Subscription Form delivered to the Company by any means described in Section
1.2, in which event the Company shall issue to the holder a number of shares of Common Stock
computed using the following formula:





	 	 	 	 	 	 	 

	 

	 	X=
	 	Y (A-B)
 

A
	 	 






	 	 	 	 	 

	Where

	 	X=
	 	the number of shares of Common Stock to be issued to the Holder
	 
	 	 	 	 
	 

	 	Y=
	 	the number of shares of Common Stock
purchasable under the Warrant or, if only a portion of the Warrant is
being exercised, the portion of the Warrant being exercised (at the
date of such calculation)
	 
	 	 	 	 
	 

	 	A=
	 	Fair Market Value
	 
	 	 	 	 
	 

	 	B=
	 	Purchase Price (as adjusted to the date of such calculation)






 









 






     For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction in the manner
described above shall be deemed to have been acquired by the Holder, and the holding period for the
Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued
pursuant to the Subscription Agreement.



     3. Adjustment for Reorganization, Consolidation, Merger, etc.



          3.1. Fundamental Transaction. If, at any time while this Warrant is outstanding, (A)
the Company effects any merger or consolidation of the Company with or into another entity, (B)
the Company effects any sale of all or substantially all of its assets in one or
a series of related transactions, (C) any tender offer or exchange offer (whether by the Company
or another entity) is completed pursuant to which holders of Common
Stock are permitted to tender or exchange their shares for other securities, cash or property, (D)
the Company consummates a stock purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, or spin-off) with one or more persons or
entities whereby such other persons or entities acquire more than the 50% of the outstanding shares
of Common Stock (not including any shares of Common Stock held by such other persons or entities
making or party to, or associated or affiliated with the other persons or entities making or party
to, such stock purchase agreement or other business combination), (E) any “person” or “group” (as
these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become
the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of
more than 50% of the aggregate Common Stock of the Company, or (F) the Company effects any
reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (in any
such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of
the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the
successor or acquiring corporation or of the Company, if it is the surviving corporation, and any
additional consideration (the “Alternate Consideration”) receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the
number of shares of Common Stock for which this Warrant is exercisable immediately prior to such
event. For purposes of any such exercise, the determination of the Purchase Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Purchase Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the
same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. To the extent necessary to effectuate the
foregoing provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and
evidencing the Holder’s right to exercise such warrant into Alternate Consideration. The terms of
any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring
any such successor or surviving entity to comply with the provisions of this Section 3.1
and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon
any subsequent transaction an
alogous to a Fundamental Transaction.




          3.2. Continuation of Terms. Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this Section 3, this
Warrant shall continue in full force and effect and the terms hereof shall be applicable to the
Other Securities and property receivable on the exercise of this Warrant after the consummation of
such reorganization,






 









 







consolidation or merger or the effective date of dissolution following any such transfer, as
the case may be, and shall be binding upon the issuer of any Other Securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the properties or
assets of the Company, whether or not such person shall have expressly assumed the terms of this
Warrant as provided in Section 4.




     4. Extraordinary Events Regarding Common Stock. In the event that the Company shall
(a) issue additional shares of Common Stock as a dividend or other distribution on outstanding
Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding
shares of the Common Stock into a smaller number of shares of Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such event and the denominator of which
shall be the number of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as
so adjusted, shall be readjusted in the same manner upon the happening of any successive event or
events described herein in this Section 4. The number of shares of Common Stock that the
Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be
adjusted to a number determined by multiplying the number of shares of Common Stock that would
otherwise (but for the provisions of this Section 4) be issuable on such exercise by a
fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the
provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price
in effect on the date of such exercise.



     5. Certificate as to Adjustments. In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrants, the
Company at its expense will promptly cause its Chief Financial Officer or other appropriate
designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based, including a statement of (a) the consideration
received or receivable by the Company for any additional shares of Common Stock (or Other
Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase
Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in
effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the
Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant to
Section 10 hereof).



     6. Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements.
The Company will at all times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of the Warrant.



     7. Assignment; Exchange of Warrant. Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder
hereof (a “Transferor”). On the surrender for exchange of this Warrant, with the Transferor’s
endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and
together with an opinion of counsel reasonably satisfactory to the Company that the transfer of
this Warrant will be in compliance with applicable securities laws, the Company will issue and
deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in
the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form
(each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock called for on the face or faces of the Warrant so surrendered by the
Transferor.



 









 





     8. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such
loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation,
on surrender and cancellation of this Warrant, the Company at its expense, twice only, will execute
and deliver, in lieu thereof, a new Warrant of like tenor.



     9. Maximum Exercise. The Holder shall not be entitled to exercise this Warrant on an
exercise date, in connection with that number of shares of Common Stock which would be in excess of
the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its
affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the
exercise of this Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of
more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the
immediately preceding sentence, beneficial ownership shall be determined in accordance with
Section 13(d) of the 1934 Act and Rule 13d-3 thereunder. Subject to the foregoing, the Holder
shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%.
The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61)
days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but
not in excess of 9.99%. The Holder may decide whether to convert a Convertible Note or exercise
this Warrant to achieve an actual 4.99% or up to 9.99% ownership position as described above, but
not in excess of 9.99%.



     10. Warrant Agent. The Company may, by written notice to the Holder of the Warrant,
appoint an agent (a “Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to
Section 7, and replacing this Warrant pursuant to Section 8, or any of the
foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be
made at such office by such Warrant Agent.



     11. Transfer on the Company’s Books. Until this Warrant is transferred on the books
of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.



     12. Notices. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery or facsimile, addressed as set forth below or to such
other address as such party shall have specified most recently by written notice. Any notice or
other communication required or permitted to be given hereunder shall be deemed effective (a) upon
hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to
the Company, to: Vicor Technologies, Inc., 10415 2300 NW Corporate Boulevard Suite 123 Boca Raton,
FL 33431, Attn: David H. Fater, CEO, facsimile: (561) 995-2449, with a copy by facsimile only to:
Akerman Senterfitt, One Southeast Third Avenue, 25th Floor, Miami, Florida 33131, Attn: Leonard H.
Bloom, Esq., facsimile: (305) 374-5095, and (ii) if to the Subscribers, to: the addresses and fax
numbers indicated on the signature page hereto, with additional copies by fax only to (which shall
not constitute notice) Perrin Holden & Davenport Capital Corp., 5 Hanover Square Suite 500, New
York New York 10004,



 









 




Attn: Jody Eisenman, facsimile: (212) 202-3937 and Ellenoff Grossman & Schole LLP, 150 East
42nd Street, 11th Floor, New York, NY 10017, Attn: Stuart Neuhauser, Esq.,
facsimile: (212) 370-7889.




     13. Law Governing This Warrant. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles of conflicts of
laws. Any action brought by either party against the other concerning the transactions
contemplated by this Warrant shall be brought only in the state courts of New York or in the
federal courts located in the state and county of New York. The parties to this Warrant hereby
irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and
shall not assert any defense based on lack of jurisdiction or venue or based upon forum non
conveniens. The Company and Holder waive trial by jury. The prevailing party shall be
entitled to recover from the other party its reasonable attorney’s fees and costs. In the event
that any provision of this Warrant or any other agreement delivered in connection herewith is
invalid or unenforceable under any applicable statute or rule of law, then such provision shall be
deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform with such statute or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of any other provision
of any agreement. Each party hereby irrevocably waives personal service of process and consents
to process being served in any suit, action or proceeding in connection with this Agreement or any
other Transaction Document by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to
serve process in any other manner permitted by law.



[-Signature Page Follows-]







 









 








     IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.



	 	 	 	 	 
	 	VICOR TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	David H. Fater 	 
	 	 	Title:  	Chief Executive Officer 	 
	 




 












 





Exhibit A




FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)


TO: VICOR TECHNOLOGIES, INC.



The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___________),
hereby irrevocably elects to purchase (check applicable box):





	—	 	 ________ shares of the Common Stock covered by such Warrant; or
	 
	—	 	 the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2 of
the Warrant.




The undersigned herewith makes payment of the full purchase price for such shares at the price per
share provided for in such Warrant, which is $_________. Such payment takes the form of (check
applicable box or boxes):





	—	 	 $__________ in lawful money of the United States; and/or
	 
	—	 	 the cancellation of such portion of the attached Warrant as is
exercisable for a total of _______ shares of Common Stock (using a
Fair Market Value of $_______ per share for purposes of this
calculation); and/or
	 
	— 	 	 the cancellation of such number of shares of Common Stock as is
necessary, in accordance with the formula set forth in Section 2 of
the Warrant, to exercise this Warrant with respect to the maximum
number of shares of Common Stock purchasable pursuant to the cashless
exercise procedure set forth in Section 2.





	 	 	 

	The undersigned requests that the certificates for such shares be issued in the name of, and
delivered pursuant to the DTC instructions below or to ________________________
whose address is 


	 
	 	 
	 






The undersigned represents and warrants that all offers and sales by the undersigned of the
securities issuable upon exercise of the within Warrant shall be made pursuant to registration of
the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from registration under the Securities Act.




	 	 	 

	DTC Instructions:
	 	 
	 

	 	 
	 
	 	 
	 
	 
	 	 
	 





	 	 	 

	Dated:___________________
	 	 
	 

	 	 
	 

	 	(Signature must conform to name of holder as
specified on the face of the Warrant)
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 

	 	(Address)






 









 






Exhibit B




FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of Warrant)




     For value received, the undersigned hereby sells, assigns, and transfers unto the person(s)
named below under the heading “Transferees” the right represented by the within Warrant to purchase
the percentage and number of shares of Common Stock of VICOR TECHNOLOGIES, INC. to which the within
Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to
transfer its respective right on the books of VICOR TECHNOLOGIES, INC. with full power of
substitution in the premises.



	 	 	 	 	 	 	 	 	 
	Transferees	 	Percentage Transferred	 	Number Transferred	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 








	 	 	 

	Dated: __________________, _______

	 	
 
	 

	 	(Signature must conform to name of
holder as specified on the face of the warrant)
	 
	 	 
	Signed in the presence of:
	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	           (Name)
	 	 
	 

	 	 
	 

	 	           (address)
	 
	 	 
	ACCEPTED AND AGREED:

	 	

	[TRANSFEREE]

	 	          (address)

	 
	 	 
	 
	 	  
	           (Name)