EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of February __, 2006 among Secured Services, Inc., a Delaware corporation (the "COMPANY"), and the purchasers signatory hereto...Registration Rights Agreement • March 1st, 2006 • Secured Services Inc • Services-computer programming services
RECITALSConsulting Agreement • October 28th, 2005 • Secured Services Inc • Services-computer programming services • New York
Exhibit 10.9 SECURED SERVICES, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, dated as of ___________ ____, 2005 (the "Agreement") is entered into by and between Secured Services, Inc., a Delaware corporation (the "Company"), and the...Subscription Agreement • September 30th, 2005 • Secured Services Inc • Services-computer programming services • Delaware
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 1st, 2006 • Secured Services Inc • Services-computer programming services • New York
Exhibit 2(H) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 20, 1998, is made by and between SSGI-UST ACQUISITION CORPORATION, a Florida corporation ("the Company") and STRATEGIC SOLUTIONS GROUP, INC., a Delaware...Registration Rights Agreement • April 16th, 1998 • Strategic Solutions Group Inc • Services-computer programming services • Delaware
EXHIBIT E SECURITY AGREEMENT SECURITY AGREEMENT, dated as of February __, 2006 (this "AGREEMENT"), among Secured Services, Inc., a Delaware corporation (the "COMPANY") and all of the Subsidiaries of the Company (such subsidiaries, the "GUARANTORS")...Security Agreement • March 1st, 2006 • Secured Services Inc • Services-computer programming services • New York
EXHIBIT 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT...Secured Services Inc • May 14th, 2004 • Services-computer programming services • New York
SECURED SERVICES, INC. SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is entered into by and between SecureD Services, Inc., a Delaware corporation (the "Company"), and the undersigned subscriber to purchase securities of the...Subscription Agreement • August 6th, 2004 • Secured Services Inc • Services-computer programming services • Delaware
Ex 10.21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of the 9th day of September, 2005, by and among SECURED SERVICES, INC., a Delaware corporation (the "COMPANY"), having its principal place of business at 110 William...Employment Agreement • November 22nd, 2005 • Secured Services Inc • Services-computer programming services • New York
Ex 10.22 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is made as of the 17th day of October, 2005, by and among SECURED SERVICES, INC., a Delaware corporation (the "COMPANY"), having its principal place of business at 110 William...Employment Agreement • November 22nd, 2005 • Secured Services Inc • Services-computer programming services • Virginia
BY AND AMONGMerger Agreement • June 15th, 2005 • Secured Services Inc • Services-computer programming services • Delaware
i. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2(c) or otherwise, to the extent that after giving effect to such issuance after exercise...Secured Services Inc • March 1st, 2006 • Services-computer programming services
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Secured Services Inc • June 15th, 2005 • Services-computer programming services • New York
i) The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due...Assumption Agreement • March 1st, 2006 • Secured Services Inc • Services-computer programming services • New York
EXHIBIT B INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "AGREEMENT") is made and entered into as of June ___, 2005 among Secured Services, Inc., a Delaware corporation (the "COMPANY"), and the purchasers signatory hereto (each such...Investor Rights Agreement • June 15th, 2005 • Secured Services Inc • Services-computer programming services
Exhibit 2(C) PROMISSORY NOTE ---------------Strategic Solutions Group Inc • April 16th, 1998 • Services-computer programming services • Florida
EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Secured Services Inc • March 1st, 2006 • Services-computer programming services • New York
EXHIBIT C NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Secured Services Inc • June 15th, 2005 • Services-computer programming services
EXHIBIT F FORM OF LOCK-UP AGREEMENT [DATE] [List of Purchasers] Re: Securities Purchase Agreement dated June 13, 2005 (the "PURCHASE AGREEMENT") by and among, Secured Services, Inc., a Delaware corporation (the "COMPANY") and the purchasers signatory...Purchase Agreement • September 30th, 2005 • Secured Services Inc • Services-computer programming services
Re: Securities Purchase Agreement dated June 13, 2005 (the "PURCHASE AGREEMENT") by and among, Secured Services, Inc., a Delaware corporation (the "COMPANY") and the purchasers signatory thereto (each, a "PURCHASER" and collectively referred to as the "PURCHASERS")
EXHIBIT 10.28Employment Agreement • April 1st, 2002 • Strategic Solutions Group Inc • Services-computer programming services • Maryland
RECITALSWarrant Agreement • March 30th, 2004 • Secured Services Inc • Services-computer programming services • Delaware
WITNESSETH:General Security Agreement • April 16th, 1998 • Strategic Solutions Group Inc • Services-computer programming services • Florida
EXHIBIT 4.1Registration Rights Agreement • May 12th, 2000 • Strategic Solutions Group Inc • Services-computer programming services • Delaware
THIS STOCK REPURCHASE AGREEMENT is entered into as of this 15th day of August, 2001, between Strategic Solutions Group, Inc (the "Company"), a Delaware ------- corporation, and Michael Damas ("Damas"), an individual resident in Maryland -----...Stock Repurchase Agreement • April 1st, 2002 • Strategic Solutions Group Inc • Services-computer programming services • Maryland
EXHIBIT 10(U) EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 15th day of July, 1996, between U.S. TECHNOLOGIES, INC., a Florida Corporation with its principal executive offices at 8160 Woodland Center Blvd., Tampa, Florida...Employment Agreement • March 31st, 1997 • Pacific Animated Imaging Corp • Services-computer programming services • Florida
Exhibit 4.3 Annex III to Stock Purchase Agreement REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 3rd, 2000 • Strategic Solutions Group Inc • Services-computer programming services • Delaware
ANNEX IVRegistration Rights Agreement • November 17th, 1997 • Pacific Animated Imaging Corp • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER BY AND AMONG SOUTHERN SOFTWARE GROUP, INC., SSGI ACQUISITION CORP.Asset Purchase Agreement • August 4th, 2003 • Secured Services Inc • Services-computer programming services • New York
Exhibit 4.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between STRATEGIC SOLUTIONS GROUP, INC. (formerly known as Pacific Animated Imaging Corp.), a...Securities Purchase Agreement • August 3rd, 2000 • Strategic Solutions Group Inc • Services-computer programming services • Delaware
Exhibit 4.7 WARRANT SUBSCRIPTION AGREEMENT OF SECURED SERVICES, INC. Dated as of May 27, 2005 Common Stock Purchase Warrant COMMON STOCK PURCHASE WARRANT Void After 5:00 P.M. Eastern Time on May 27, 2009. "THE SECURITIES REPRESENTED HEREBY HAVE NOT...Warrant Subscription Agreement • September 30th, 2005 • Secured Services Inc • Services-computer programming services • Delaware
EXHIBIT 10.6 LOCK-UP/LEAK-OUT AGREEMENT THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and entered into as of the _____ day of ______________, 2003 between SecureD Services, Inc., a Delaware corporation ("SSI"), and the individuals and...Out Agreement • March 30th, 2004 • Secured Services Inc • Services-computer programming services • Delaware
Exhibit 4.6 Annex I to Stock Purchase Agreement REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 10, 2000 (this "Agreement"), is made by and between STRATEGIC SOLUTIONS GROUP, INC., a Delaware corporation (the...Registration Rights Agreement • August 3rd, 2000 • Strategic Solutions Group Inc • Services-computer programming services • Delaware
RECITALSRegistration Rights Agreement • April 12th, 2001 • Strategic Solutions Group Inc • Services-computer programming services • Delaware
EXHIBIT 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of May ___, 2004, by and among SECURED SERVICES, INC., a Delaware corporation (the "Company"), and the subscribers identified on the signature page hereto...Subscription Agreement • May 14th, 2004 • Secured Services Inc • Services-computer programming services • New York
LOCK-UP/LEAK-OUT AGREEMENT THIS LOCK-UP/LEAK-OUT AGREEMENT (the "Agreement") is made and entered into as of the _____ day of ______________, 2004 between SECURED SERVICES, Inc., a Delaware corporation ("SSI"), and the individuals and entities that...Leak-Out Agreement • August 6th, 2004 • Secured Services Inc • Services-computer programming services • Delaware
