Warrant to Purchase Common Stock between Sensor System Solutions, Inc. and Trenwith Securities LLC (December 27, 2005)

Summary

Sensor System Solutions, Inc. grants Trenwith Securities LLC the right to purchase up to 86,866 shares of its common stock at $0.2878 per share until December 23, 2009. This agreement also cancels a previous grant of 511,607 warrants to Trenwith due to a change in deal structure. The warrant is governed by California law and is binding on successors and permitted assigns. Any changes to the warrant require written consent from both parties.

EX-10.2 2 v033760_ex10-2.txt WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT. SENSOR SYSTEM SOLUTIONS, INC. Warrant To Purchase Common Stock Warrant No.: TS-002 Date of Issuance: December 27, 2005 This is to certify that, FOR VALUE RECEIVED, Trenwith Securities LLC ("Holder") is entitled to purchase, subject to the provisions of this Warrant (as defined herein), from SENSOR SYSTEM SOLUTIONS, INC. (the "Company) up to Eighty-Six Thousand Eight Hundred and Sixty-Six (86,866) shares ("Shares") of the Company's Common Stock, $.01 par value per share. 1. Warrant Granted and Cancelled. 1.1 Trenwith Convertible Debenture Warrant. The Holder is entitled to purchase Eighty-Six Thousand Eight Hundred Sixty-Six (86,866) Shares of the Company's Common Stock at any time until 11:59 pm Eastern Time on December 23, 2009. The exercise price of this warrant shall be $0.2878 per share. All the other warrant terms are the same as in the Warrant Agreement signed between Cornell Capital Partners, LP and the Company Dated on December 23, 2005. 1.2 Trenwith Warrant Cancellation. The Five Hundred Eleven Thousand Six Hundred and Seven (511,607) warrants granted to Trenwith on November 16, 2005 are cancelled due to the change in deal structure with Cornell Capital Partners, LP. 2. Governing Law; Jurisdiction. This Warrant shall be governed by and construed in accordance with the laws of the State of California. Each of the Company and the Holder irrevocably consents to the nonexclusive of the United States federal courts and state courts located in Orange, California in any suit or proceeding based on or arising under this Warrant. Each of the Company and the Holder irrevocably waives any objection to the laying of venue and the defense of an inconvenient forum to the maintenance of such suit or proceeding in such courts. Each of the Company and the Holder agrees that a final nonappealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner. 3. Successors and Assigns. The rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of the Holder hereof. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder. 4. Amendment. This Warrant may not be modified or amended or the provisions hereof waived except by the written consent of the Company and the Holder. 5. Other Actions. The Company will not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may reasonably be requested by the Holder of this Warrant in order to protect the economic benefit inuring to the Holder hereof and the exercise privilege of the Holder of this Warrant against dilution or other impairment, consistent with the tenor and purpose of this Warrant. IN WITNESS WHEREOF, the Company has caused this Warrant to be signed as of the date first set forth above. SENSOR SYSTEM SOLUTIONS, INC. By: /s/ Michael Young ----------------- Name: Michael Young Title: Chief Executive Officer