UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 16, 2014

CDEX INC.
(Exact name of registrant as specified in its charter)

Nevada
000-49845
52-2336836
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)

4555 South Palo Verde, Suite 123
  
Tucson, Arizona
85714
(Address of principal executive offices)
(Zip Code)

(520) 745-5172
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Effective October 16, 2014, CDEX Inc. (the “Company”) entered into a Line of Credit Agreement with each of two lenders, one of whom is our CEO, Jeffrey K. Brumfield, and the other of which is a significant shareholder, PEMCO LLC.  The Line of Credit Agreements provide for the lenders to make available to the Company an aggregate amount of up to $430,000 in funding, upon which the Company may draw funds as needed at any time from the effective date until the maturity date which is March 31, 2015.

Pursuant to each Line of Credit Agreement, the Company has issued each lender a Revolving Note (collectively, the “Notes”) evidencing the net amount drawn by the Company during term of the Line of Credit Agreement. The Notes bear interest at a rate of 12% per annum.  Interest on the balance of the Notes accrues and is payable on the first day of each month beginning on November 1, 2014.   On the maturity date, the Company must pay to the lenders an amount equal to 110% of the principal due on the Notes plus any accrued and unpaid interest as of that date.

The Company may prepay any principal balance on the Notes, but it must still pay 110% of such principal amount when paid.

As additional incentive for the lenders to enter into the Line of Credit Agreements and make available to the Company funds thereunder, the Company has issued to the lenders Warrants to purchase up to 2,150,000 shares of the Company’s Class A common stock in the aggregate.  The Warrants are exercisable for a period of five years at an exercise price of $0.25 per share.

Forms of the Line of Credit Agreement, the Revolving  Note and the Warrant are filed as Exhibit 10.1 through Exhibit 10.3  with this Current Report on Form 8-K and are incorporated herein; the summary of this document set forth above is qualified by reference to such exhibits.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.

See disclosure under Item 1.01 above.

ITEM 9.01 Financial Statements and Exhibits.

(d) EXHIBITS
 
Exhibit
No.
Exhibit Description
   
10.1
Form of Line of Credit Agreement, effective October  16, 2014
10.2
Form of Revolving Note
10.3
Form of Warrant
 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CDEX INC.
     
Date: October 16, 2014
By:
/s/ Stephen McCommon
   
Stephen McCommon, CFO
 
 
 


Exhibit 10.1
 
SECURED LINE OF CREDIT AGREEMENT
(INTEREST-ONLY WITH 110% BALLOON FINAL PAYMENT)

$XX,XXX


This Line of Credit Agreement (this “Agreement”) is made and effective as of October 16, 2014 by and between CDEX Inc., a Nevada corporation (the “Borrower”), and __________________________________________, an individual having a principal residence at  ___________________________ (the “Lender”).  For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 
1.
EXTENSION OF CREDIT; ISSUANCE OF REVOLVING NOTE; DRAWING OF FUNDS.

The Lender hereby makes available and agrees to provide to the Borrower a Line of Credit in an original principal amount of up to $XX,XXX (the “Line”) in accordance with the terms and conditions of this Agreement.  Upon execution and delivery of this Agreement, Borrower shall issue to Lender a Revolving Note, in substantially the form attached hereto as Exhibit A (the “Note”), the principal amount of which shall be deemed to be the amount drawn and outstanding under the Line from time to time and reflected on the records of the Borrower.

The Borrower may draw funds from the Line at any time prior to maturity of the Line upon two days’ notice to the Lender upon which Lender shall provide funds in the requested amount by check delivered via overnight courier or by wire transfer, in accordance with the Borrower’s instructions in said notice. Borrower shall complete, execute and maintain a schedule in the form of Schedule A to the Note upon receipt of each draw.
 

 
2.
INTEREST PAYMENTS.

Interest on the Line shall accrue and be payable on the first day of each month beginning November 1, 2014, at a rate of 12% per annum, applied to the principal balance then outstanding.  Interest shall be computed on the basis of a year of 365 days and the actual number of days elapsed.  The first interest payment, if any interest shall then have accrued under the Line, is due and payable on November 1, 2014. A like payment shall be due on first day of each succeeding month thereafter, unless there shall be no balance outstanding.


 
3.
USE OF PROCEEDS.

The proceeds from draws upon the Line may be used for working capital, or any proper corporate purpose, as well as payment of certain obligations of the Borrower, including a portion of the accrued and unpaid salary of the Borrower’s Chief Executive Officer, Jeff Brumfield.


 
4.
TERMINATION AND REPAYMENT OF PRINCIPAL.

The Line shall terminate, and the Note shall be due and payable on March 31, 2015, in an amount equal to 110% of the unpaid principal balance thereon plus any accrued but unpaid interest. In addition to repayment of all amounts due under the Line and Note, the Borrower will pay all expenses associated therewith, including all wire fees for draws.

 
 
 
.
 
5.
PREPAYMENT.

The Borrower may prepay any part of the principal of this line of credit at any time before maturity; provided, however, that any such prepayment must be in the amount of 110% of the portion of principal intended to be satisfied by such prepayment.


 
6.
SECURITY INTEREST.

As security for the payment and performance of all obligations under this Line and the Note, Borrower grants to the Lender a security interest in and to all assets of the Borrower, including, without limitation, all intellectual property, inventory, receivables, and contracts (the “Collateral”). During the continuance of an Event of Default, the Lender may at any time and from time to time, with or without notice to the Borrower, (i) transfer into the name of the Lender or the Lender’s nominee any of the Collateral, and (ii) receive and direct the disposition of proceeds of any Collateral.

The Borrower authorizes the Lender to (a) file any financing statements, amendments, and continuations thereto relating to the Collateral that the Lender deems appropriate and (b) provide any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment.  The Borrower does hereby irrevocably constitute and appoint the Lender its true and lawful attorney-in-fact with full power of substitution, for it and in its name, place and stead, to execute, deliver and file such agreements, documents, notices, statements and records as the Lender, in its sole discretion, deems necessary or advisable to preserve, protect and perfect its security interest in the Collateral and maintain the perfection of such security interest.  The foregoing appointment is, and the same shall be, coupled with an interest in favor of the Lender.


 
7.
EVENTS OF DEFAULT.

The Borrower will be deemed to be in default under this Note on the occurrence of any of the following events (each an “Event of Default”): (1) the commencement by the Borrower of any voluntary proceeding relating to bankruptcy, insolvency, reorganization, or relief of debtors; (2) the commencement of any involuntary proceeding against the Borrower relating to bankruptcy, insolvency, reorganization, or relief of debtors that is not dismissed within 60 days; (3) the commencement of any proceeding against the Borrower relating to issuance of a warrant of attachment against all or any substantial part of the Borrower’s assets that is not dismissed within 60 days; (4) a breach by the Borrower of the terms of this Agreement or the Note remaining uncured 20 days after the Borrower’s receipt of written notice thereof; and (5) the Borrower’s failure to pay, when due, any principal or interest under the Note pursuant to the terms thereof ten days after the Borrower’s receipt of written notice thereof.

 
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8.           ACCELERATION; REMEDIES ON DEFAULT.

Upon the occurrence of any Event of Default, at the option of the Lender, all principal and other amounts owed under the Line shall become immediately due and payable without notice or demand by the Lender, and the Lender, in addition to his rights and remedies under the Note, may pursue any legal or equitable remedies that are available to the Lender. The default interest rate shall be the greater of 25% and the maximum amount allowable by law.


9.           WAIVER OF PRESENTMENT; DEMAND.

The Borrower hereby waives presentment, demand, notice of dishonor, notice of default or delinquency, notice of protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing under the Line and the Note, including (to the extent permitted by law) waiving the pleading of any statute of limitations as a defense to any demand against the undersigned.


10.           SUCCESSORS AND ASSIGNS.

All references, in this Agreement or the Note, to the Borrower and the Lender shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of the Line shall be binding upon and shall inure to the benefit of the successors and assigns of the Borrower and the Lender.


 
11.
NOTICE.
 
Any notice or other communication provided for herein or given hereunder to a party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective party as follows:

If to the Lender, to its address first stated above.

If to the Borrower, to its address at:
 
4555 South Palo Verde, Suite 123                                                                
Tucson, Arizona 85714

Attn: Stephen McCommon, Chief Financial Officer


 
12.
GOVERNING LAW.

This Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws and decisions of the State of Ohio, without regards to its conflict-of-law provisions. The Borrower hereby irrevocably consents to the jurisdiction of the courts of Lorain County, Ohio and the Northern District of Ohio with respect to any matter arising under the Line, and further irrevocably consents to service of process by hand delivery to the address listed above for the Borrower.
 
 
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13.
ENTIRE AGREEMENT.

This Agreement constitutes the final, complete, and exclusive statement of the understanding of the parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the parties.


 
14.
NO IMPLIED WAIVER.

The Lender’s failure to exercise any right or remedy provided in this Agreement shall not be construed as a waiver of any future exercise of that right or exercise of any other right or remedy to which the Lender may be entitled.


 
15.
COLLECTION COSTS AND ATTORNEYS’ FEES.

The Borrower agrees to pay any and all costs incurred by the Lender in collecting sums payable under the Line in the event of default, including reasonable attorneys’ fees and court costs in addition to other amounts due, without protest of any kind.


 
16.
SEVERABILITY.

If one or more of the provisions of the Line shall be declared or held to be invalid, illegal, or unenforceable in any respect in any jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby and any such declaration or holding shall not invalidate or render unenforceable such provision in any other jurisdiction.


 
17.
HEADINGS.

Headings used in this agreement are provided for convenience only and shall not be used to construe meaning or intent.




[SIGNATURE PAGE FOLLOWS]
 
 
4
 
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
 
BORROWER:
 CDEX INC.  
       
       
 
By:
    
   
Stephen McCommon
  
   
Chief Financial Officer
  
LENDER:
  
 
 
 
  
 
Printed Name:
  

 
5


Exhibit 10.2
 
FORM OF
REVOLVING NOTE

 October ___, 2014


FOR VALUE RECEIVED, CDEX Inc., a Nevada corporation (the “Borrower”), promises to pay to the order of ________________________, having an address of ________________ (“Lender”), the aggregate principal amount outstanding on Borrower's line of credit (the “Line”) as drawn by Borrower on the Line and reflected on Borrower’s records (as set forth on Schedule A hereto and provided on request to Lender from time to time), with any accrued and unpaid interest thereon, no later than March 31, 2015.  Interest hereunder shall be computed and payable on the first day of each month following the date hereof on the basis of a year of 365 days for the actual number of days elapsed, on the unpaid balance then outstanding at an annual rate equal to twelve percent (12%).  This Revolving Note (this “Note”) is being made by the Borrower pursuant to the terms of a Line of Credit Agreement, of even date herewith (the “Line of Credit Agreement”), by and between the Borrower and Lender, and repayment of principal and interest and all obligations hereunder are secured by a security interest granted by the Borrower to the Lender under the Line of Credit Agreement.  Any term capitalized but not defined herein shall have the meaning ascribed such term in the Line of Credit Agreement.

The Borrower may draw funds from the Line at any time prior to maturity of the Line upon two days’ notice to the Lender upon which the Lender shall provide funds in the requested amount by check delivered via overnight courier or by wire transfer, in accordance with the Borrower’s instructions in said notice.   Upon the making of a disbursement, Borrower shall complete and execute a schedule in the form of Schedule A attached hereto, each of which schedule shall (i) be consecutively numbered, (ii) reflect the date and amount of each such disbursement, (iii) upon execution, become a part of this Note.  Failure to execute a schedule with respect to any disbursement shall not affect Borrower’s obligation to repay such disbursement pursuant to the terms of this Note.  The unpaid balance outstanding from time to time shall be referred to herein as the “Loan.”

Interest only on the unpaid principal balance of the Line shall be paid on the first business day of each month commencing on November 1, 2014.  The entire unpaid principal balance of the Line, together with accrued and unpaid interest, shall be due and payable on March 31, 2015 (“Maturity Date”).

Borrower hereby waives presentment, demand for payment, protest, notice of protest and notice of dishonor.  No extension of time for payment of this Note or any installment hereof, no alteration, amendment or waiver of any provision of this Note and no release or substitution of any collateral securing Borrower's obligations hereunder shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower under this Note.

Any forbearance by the holder of this Note in exercising any right or remedy hereunder or under any other agreement or instrument in connection with the Line or otherwise afforded by applicable law, shall not be a waiver or preclude the exercise of any right or remedy by the holder of this Note.  The acceptance by the holder of this Note of payment of any sum payable hereunder after the due date of such payment shall not be a waiver of the right of the holder of this Note to require prompt payment when due of all other sums payable hereunder or to declare a default for failure to make prompt payment.
 
 
 
 
 
At the election of the holder of this Note, all payments due hereunder may be accelerated, and this Note shall become immediately due and payable without notice or demand, upon the occurrence of any of the following events (each an "Event of Default"):  (1) the commencement by the Borrower of any voluntary proceeding relating to bankruptcy, insolvency, reorganization, or relief of debtors; (2) the commencement of any involuntary proceeding against the Borrower relating to bankruptcy, insolvency, reorganization, or relief of debtors that is not dismissed within 60 days; (3) the commencement of any proceeding against the Borrower relating to issuance of a warrant of attachment against all or any substantial part of the Borrower’s assets that is not dismissed within 60 days; (4) a breach by the Borrower of the terms of this Note or the Agreement remaining uncured 20 days after the Borrower’s receipt of written notice thereof; and (5) the Borrower’s failure to pay, when due, any principal or interest under this Note pursuant to the terms thereof ten days after the Borrower’s receipt of written notice thereof.

Upon the occurrence of any Event of Default, at the option of the Lender, all principal and other amounts owed under the Line shall become immediately due and payable without notice or demand by the Lender, and the Lender, in addition to his rights and remedies under this Note, may pursue any legal or equitable remedies that are available to him. The default interest rate shall be the greater of 25% and the maximum amount allowable by law.

Borrower shall pay the Lender, upon demand, for all reasonable costs and expenses, including, but not limited to, reasonable attorney's fees, incurred in connection with the collection of this Note.

If this Note is transferred in any manner, the rights, remedies and other provisions herein shall apply with equal effect in favor of any subsequent holder hereof.

All payments of principal and interest hereunder are payable in lawful money of the United States of America at the office of Lender, or at such other place as the holder hereof shall designate to Borrower in writing.

This Note shall be binding on the Borrower and its legal representatives, executors, successors and assigns, and shall inure to the benefit of Lender and its heirs, legal representatives, executors, successors and assigns.

This Note shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws considerations.

Borrower hereby irrevocably submits to the jurisdiction of the state courts of the State of Ohio, located in the County of Lorain, and to the jurisdiction of the United States District Court for the Northern District of Ohio, for the purposes of any suit, action or other proceeding arising out of or based upon this Note or any agreements referred to in this Note or the subject matter thereof, including without limitation the Line of Credit Agreement, as it may be amended from time to time.

The Borrower consents to the venue of the state and federal courts within the State of Ohio and agrees that venue shall be proper in such courts to the exclusion of courts in any other state or country for all causes of action and proceedings under, arising from and/or related to this Note.  The Borrower further agrees that such designated forum is proper and convenient.

If any terms or provision of this Note or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Note, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Note shall be valid and enforceable to the fullest extent permitted by law.
 
 
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EACH OF LENDER AND BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO ANY TRIAL BY JURY IN ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM, CAUSE OF ACTION OR PROCEEDING BASED UPON OR ARISING OUT OF OR IN CONNECTION WITH THIS NOTE.  THIS WAIVER IS KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND FREELY MADE BY BORROWER AND LENDER.  BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT BORROWER AND LENDER HAVE RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE, AND THAT EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.  BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT EACH HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVE THEIR JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

This Note may not be changed or terminated orally.

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first above written.


 
CDEX INC.
 
 
 
By:
  
 
 
Name:
Stephen McCommon
 
Title:
Chief Financial Officer
     
     

 
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Schedule A



Date of Disbursement:     ___________________________                                                           

Amount of Disbursement:   _____________________________                                                             





Receipt of Disbursement Acknowledged:


CDEX Inc.


By:  
 
       Name:
 
       Title:
   
Date:  
 
 
 4


Exhibit 10.3
 
CDEX Inc.

Warrant to Purchase X,XXX,XXX Shares of Common Stock of
CDEX Inc.
(a Nevada corporation)

1. Issuance of Warrant.

CDEX Inc. (the "Company") hereby grants and issues to _______________________________________________, or assigns (the "Warrantholder"), a warrant (the "Warrant") to purchase X,XXX,XXX shares of the Company's Class A common stock (the "Common Stock"). The Warrant is exercisable for a period of five years commencing from the date hereof (the "Exercise Period"), at an exercise price of $0.25 per share (the "Exercise Price").  This Warrant may be exercised in whole at any time or in part from time to time during the Exercise Period.  The exercise price per share and the number of shares of Common Stock issuable upon exercise of the Warrant is subject to adjustment as hereinafter provided.

2. Manner of Exercise.

 
(a)
The Warrant may be exercised, from time to time, in whole or in part, by giving written notice of such exercise to the Company, accompanied by payment in full in cash or certified check to the Company of the Exercise Price of the shares to be purchased.  As soon as practicable, but not later than 30 days after the Warrantholder has given said written notice and made said payment, the Company shall, without charging stock issue or transfer taxes to the Warrantholder, issue the number of shares of duly authorized Common Stock issuable upon such exercise, which shall be duly issued, fully paid and nonassessable, and shall deliver to the Warrantholder a certificate or certificates therefor, registered in the Warrantholder's name.  The Warrantholder shall be deemed a stockholder of the Company upon exercise of this Warrant as provided in this Section 2, except that if payment is made by personal check he or she shall not be deemed a stockholder until such time as his or her check has cleared.

 
(b)
If this Warrant is exercised in part, it must be exercised for a number of whole shares of Common Stock, and the Warrantholder will be entitled to and shall receive a new Warrant, as soon as practicable, but in no event later than 15 business days, covering the Warrant Shares which have not been exercised.  Upon such surrender of this Warrant, the Company will: (i) issue a certificate or certificates, in such denominations as are requested for delivery by the Warrantholder, in the name of the Warrantholder for the largest number of whole shares of Common Stock to which the Warrantholder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of Common Stock to which the Warrantholder may be entitled, pay to the Warrantholder cash in an amount equal to the fair value of such fractional share (determined in such reasonable manner as the Board of Directors of the Company shall from time to time establish); and (ii) deliver the other securities and properties receivable upon the exercise of this Warrant, or the proportionate part thereof if this Warrant is exercised in part, pursuant to the provisions of this Warrant.  Upon exercise in accordance with Subsection 2(a) or (b), the Warrantholder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then actually be delivered to the Warrantholder.
 
 
 
 
 
 
(c)
Warrantholder’s Restrictions. The Company shall not effect any exercise of this Warrant, and the Warrantholder shall not have the right to exercise any portion of this Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable notice of exercise, the Warrantholder (together with the Warrantholder’s affiliates, and any other person or entity acting as a group together with the Warrantholder or any of the Warrantholder’s affiliates), would beneficially own in excess of 9.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant (“Beneficial Ownership Limitation”). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Warrantholder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Warrantholder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Warrantholder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. By written notice to the Company, the Warrantholder may at any time and from time to time increase or decrease the Beneficial Ownership Limitation to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable), provided, however, that any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(c) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

3. Representation of Warrantholder.

By exercising this Warrant, the Warrantholder shall be deemed to have made the following representations:
 
 
2
 
 
 
(a)
The Warrantholder understands and agrees that the shares of Common Stock to be acquired upon exercise of this Warrant will not be registered under the Act and will only be issued to the Warrantholder if an exemption from the registration requirements is available under the Act; and that the shares will not be registered with any state securities commission or authority.  The Warrantholder further understands that the shares to be acquired upon exercise of the Warrant may not be offered or sold, unless registered or exempt from registration under the Act and any applicable securities or blue sky laws, and that prior to any such offer or sale, the Company may require, as a condition to effecting a transfer of the shares of Common Stock issuable upon the exercise of the Warrant, an opinion of counsel acceptable to the Company as to the registration or exemption therefrom under the Act and any state blue sky laws.  The Warrantholder also understands that the Company is under no obligation to register the Warrant Shares on his, her or its behalf or to assist him, her or it in complying with any exemption from registration.  Anything to the contrary herein notwithstanding, the registration of the Warrant Shares shall be subject to the approval of the Company's underwriter, if any.

 
(b)
By exercising this Warrant, the Warrantholder acknowledges that he, she or it has, either alone and/or through his, her or its agents, been afforded access to all material information concerning the Company and has received responses to all questions specifically posed to the Company relevant to the issuance of the Warrant to the Warrantholder. Without limiting the foregoing, the Warrantholder, upon exercise of this Warrant, hereby represents that he, she or it has alone and/or through his, her or its agents, had adequate opportunity to ask questions of and  receive answers from, responsible officers and/or directors of the Company and to conduct any other investigation he deems necessary and appropriate concerning the issuance of the Warrant.  Except as set forth herein, the Company has made no representations or warranties to the Warrantholder which have induced, persuaded or stimulated the Warrantholder to exercise the Warrant.

 
(c)
The Warrantholder acknowledges that the Company will be relying upon the representations made herein in issuing the shares of Common Stock, upon exercise of the Warrant, without registration.

 
(d)
The Warrantholder acknowledges that any shares issued pursuant to the exercise of this Warrant shall bear a restrictive legend in substantially the following form:
 
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("THE ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT.  THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

 
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4. Exchange, Transfer, Assignment or Loss of Warrant

The Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and surrender hereof to the Company, or at the office of its stock transfer agent, for other Warrant(s) of different denominations entitling the holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder.  Upon surrender of the Warrant to the Company or at the office of its transfer agent, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver new Warrant in the name of the assignee named in such instrument of assignment, and this Warrant shall promptly be cancelled.  This Warrant may be divided or combined with other Warrant which carry the same rights upon presentation hereof, at the office of the Company or at the office of its transfer agent, together with a written notice specifying the names and denominations in which new Warrant(s) are to be issued and signed by the Warrantholder hereof.  The term "Warrant" and /or "Warrants" as used herein includes any Warrant into which this Warrant may be divided or exchanged.  Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of the Warrant, and (in the case of loss, theft, or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of the Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor.

5. Restrictions.

The Warrantholder shall not be entitled to any dividend declared by the Company, and shall not be entitled to any voting rights by virtue of the Warrant, except with respect to any shares of Common Stock issued upon the exercise hereof.


6. Adjustments to Exercise Price.

The price per share at which shares of Common Stock may be purchased hereunder, and the number of such shares to be purchased upon exercise hereof, are subject to change or adjustment as follows:

 
(a)
In case the Company shall, while this Warrant remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the shares of Common Stock purchasable hereunder shall be changed into or become exchangeable for a larger or smaller number of shares, then, after the date of record for effecting such recapitalization, the number of shares of Common Stock which the holder hereof shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization, and the purchase price hereunder per share of such recapitalized Common Stock shall, in the case of an increase in the number of such shares, be proportionately reduced, and in the case of a decrease in the number of such shares, shall be proportionately increased.  For the purpose of this subsection (a), a stock dividend, stock split or reverse split shall be considered as a recapitalization and as an exchange for a larger or smaller number of shares, as the case may be.
 
 
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(b)
In the case of any consolidation of the Company with, or merger of the Company into, any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company in connection with a plan of complete liquidation of the Company, then, as a condition of such consolidation, merger or sale or conveyance, adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock or securities as may be issued in connection with such consolidation, merger or sale or conveyance with respect to or in exchange for the number of outstanding shares of Common Stock immediately therefore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger or sale or conveyance not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of the holder of this Warrant to the end that the provisions hereof shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise hereof.

 
(c)
In case the Company shall, while this Warrant remains unexercised in whole or in part, and in force, offer to the holders of Common Stock any rights to subscribe for additional shares of stock of the Company, then the Company shall give written notice thereof to the registered holder hereof not less than thirty (30) days prior to the date on which the books of the Company are closed or a record date fixed for the determination of shareholders entitled to such subscription rights.  Such notice shall specify the date as to which the books shall be closed or the record date fixed with respect to such offer or subscription, and the right of the holder hereof to participate in such offer or subscription shall terminate if this Warrant shall not be exercised on or before the date of such closing of the books or such record date.

 
(d)
Any adjustment pursuant to the foregoing provisions shall  be made on the basis of the number of shares of Common Stock which the holder hereof would have been entitled to acquire by exercise of this Warrant immediately prior to the event giving rise to such adjustment and, as to the purchase price hereunder per share, whether or not in effect immediately prior to the time of such adjustment, on the basis of such purchase price immediately prior to the event giving rise to such adjustment.  Whenever any such adjustment is required to be made, the Company shall forthwith determine the new number of shares of Common Stock which the holder shall be entitled to purchase hereunder and/or such new purchase price per share, and shall prepare, retain on file and transmit to the holder hereof within ten (10) days after such preparation a statement describing in reasonable detail the method used in calculating such adjustment(s).
 
 
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7. Fractional Shares

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  With respect to any fraction of a share called for upon any exercise of this Warrant, the Company shall pay to the Warrantholder an amount in cash equal to such fraction multiplied by the current market value of such fractional share, determined as follows:

 
(a)
If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the Nasdaq National or SmallCap Market, the current value shall be the reported last sale price of one share of common Stock on such exchange or system on the last business day prior to the date of exercise of this Warrant, or if the Common Stock is included in the Nasdaq or other automated quotation system other than the National or SmallCap Market or if no such sale is made on such day, the current value shall be the average of the closing bid and asked prices for such day on such exchange or system; or

 
(b)
If the Common Stock is not so listed or admitted to unlisted trading privileges, the current value shall be the mean of the reported last bid and asked prices of one share of Common Stock as reported by the National Quotation Bureau, Inc. on the last business day prior to the date of the exercise of this Warrant; or

 
(c)
If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current value of one share of Common Stock shall be an amount, not less than book value, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.

8. Reservation of Warrant Shares.

The Company agrees that, prior to the expiration of this Warrant, the Company will at all times have authorized and in reserve, and will keep available, solely for issuance or delivery upon the exercise of this Warrant, the shares of Common Stock and other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free and clear of all restrictions on sale or transfer and free and clear of all preemptive rights and rights of first refusal.
 

9. Amendment.

This Warrant may be amended upon the written consent of the Company and the Warrantholder.
 
 
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10. Jurisdiction

This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada.

11. Paragraph Headings

Paragraph headings are for purposes of convenience only and should be deemed to have no meaning for purposes of construing this instrument.

 

 
EXECUTED as of October 16, 2014.
      
       
       
  CDEX Inc.  
       
       
 
 By:
/s/ Stephen McCommon
  
   
Stephen McCommon, CFO
 
 
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PURCHASE FORM

 
Dated:

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing _______ shares of Common Stock and hereby makes payment of $______ in payment of the exercise price thereof.



INSTRUCTIONS FOR REGISTRATION OF STOCK


Name
(Please typewrite or print in block letters)

Signature

ASSIGNMENT FORM

FOR VALUE RECEIVED ___________ hereby sells, assigns and transfers unto
Name
(Please typewrite or print in block letters)

Address


Social Security or Employer Identification No.

The right to purchase Common Stock represented by this Warrant to the extent of   shares as to which such right is exercisable and does hereby irrevocably constitute and appoint attorney to transfer the same on the books of the company with full power of substitution.

Dated:________,
 
Signature

Signature Guaranteed:

 
Social Security Number
 
 
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