SECURACOM, INCORPORATED
COMMON STOCK PURCHASE AGREEMENT
Securacom, Incorporated
a Delaware Corporation
x/x XxxXx Corporation
0000 Xxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Gentlemen:
Securacom, Incorporated (the "Company") hereby agrees to issue and sell
to the undersigned (the "Investor") and the undersigned hereby agrees to
purchase shares of the Company's common stock, $.01 par value per share (the
"Shares'), at $ per share for a total purchase price of $
.
The Investor shall pay for the Shares by wiring funds in accordance
with the wire transfer instructions provided below.
The Investor acknowledges that he has received and read the Company's
Business Plan dated January 31, 1994 (the "Business Plan") and Common Stock
Purchase Agreement dated January 31, 1994 (the "Agreement") and that he has been
provided sufficient information regarding the management and operation of the
Company pursuant to the Business Plan.
SECTION 1
Representations and Warranties of the Company
The Company hereby represents and warrants to the Investor as follows:
1.1 Organization and Standing The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, with its principal place of business at 00 Xxxx Xxxxxxxxx, Xxxxxxxxx
Xxxx, Xxx Xxxxxx 00000. The Company has the requisite corporate power to own and
operate its properties and assets, and to carry on its business as presently
conducted and as proposed to be conducted. The Company is qualified to do
business as a foreign corporation in every jurisdiction where the failure to so
qualify would have a material adverse effect on the Company's business.
1.2 Corporate Power. The Company has or, on or before the Closing Date,
will have all requisite legal and corporate power to execute and deliver this
Agreement, to issue and sell the Shares to the Investor hereunder and to carry
out and perform its obligations under the terms of this Agreement.
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1.3 Authorization. The Company has or, on or before the Closing Date,
will have the right and power, and has taken all necessary corporate action, to
authorize it to enter into, execute, deliver and perform this Agreement. This
Agreement has been duly executed and delivered by the duly authorized officers
of the Company and constitutes a legal, valid and binding obligation of the
Company to the Investor, enforceable in accordance with its terms, subject to
laws of general application relating to bankruptcy, insolvency and the relief of
debtors, and rules of law governing specific performance, injunctive relief or
other equitable remedies.
1.4 Capitalization. The authorized capital stock of the Company
consists of:
4,000,000 shares of Common Stock, $.01 par value, of which 3,278,889
shares are issued and outstanding.
1.5 Compliance with Other Instruments. The Company is not in violation
of any term of its Articles of Incorporation or Bylaws, or in any material
respect of any term or provision of any material mortgage, indenture, contract,
agreement, instrument, judgment or decree, and to the best of any officer of the
Company's knowledge is not in violation of any order, statute, rule or
regulation applicable to the Company the violation of which could have a
material adverse effect on the Company's business.
1.6 Litigation, etc. There are no actions, suits, proceedings or
investigations pending or threatened against the Company or its properties
before any court or governmental agency (nor, to the best of any officer of the
Company's knowledge, is there any threat thereof), which, either individually or
in the aggregate, might result in any material adverse change in the business,
prospects, financial condition or equity ownership of the Company or any of its
properties or assets, or in any material impairment of the right or ability of
the Company to carry on its business as now conducted or as proposed to be
conducted, or in any material liability on the part of the Company, and none of
which questions the validity of this Agreement or any action taken or to be
taken in connection herewith. The Company is not a party or subject to any writ,
order, decree or judgment and has no plans to initiate any legal action.
1.7 Material Contracts. All contracts, agreements, leases, licenses,
and other commitments between or among the Company and any other parties,
whether formal or informal, written or verbal, have been disclosed to the
Investor.
SECTION 2
Representations and Warranties of the Investor
The undersigned hereby represents and warrants to the Company as
follows:
2.1 Experience. The Investor is an accredited investor (i) within the
meaning of Regulation D promulgated under the Securities Act and (ii) is
experienced in evaluating and investing in recently organized companies such as
the Company, is able to fend for itself or himself in the transactions
contemplated by this Agreement, has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of the
Investor's investment and has the ability to bear the economic risks of such
Investor's investment hereunder.
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2.2 Investment. The Investor is acquiring the Shares for investment in
such Investor's own account, not as a nominee or agent, and not with a view to,
or for resale in connection with, any distribution thereof. Such Investor
understands that the Shares have not been registered under the Securities Act of
1933 by reason of a specific exemption from the registration provisions of the
Securities Act that depends upon, among other things, the bona fide nature of
the investment intent and the accuracy of such Investor's representations as
expressed herein. The Investor understands that the basis for such exemption may
not be present if, notwithstanding such representations, the Investor has in
mind merely acquiring the Shares for a fixed or determinable period in the
future, or for a market rise, or for sale if the market does not rise; the
Investor has no such intention. The principal place of business or residence of
the Investor is set forth below.
2.3 Rule 144. The Investor acknowledges that the Shares must be held
indefinitely unless subsequently registered under the Securities Act or an
exemption from such registration is available. The Investor is aware of the
provisions of Rule 144 promulgated under the Securities Act that permit limited
resale of shares purchased in a private placement subject to the satisfaction of
certain conditions, including, among other things, the resale occurring not less
than two years after a party has purchased and paid for the security to be sold,
the sale being effected through a "broker's transaction" or in transactions
directly with a "market maker" (as provided by Rule 144(f)) and the number of
shares being sold during any three-month period not exceeding specified
limitations.
2.4 No Public Market. The Investor understands that no public market
now exists for any of the securities issued by the Company and that the Company
has made no assurances that a public market will ever exist for the Shares.
2.5 Access to Data. The Investor has carefully reviewed the Business
Plan and all other material and information relevant to the Company provided to
such Investor, and has made such independent investigations as such Investor has
deemed necessary, including consultation with such Investor's own advisors, to
determine the suitability of an investment in the Company and the relationship
of such an investment to such Investor's overall investment program and
financial and tax position. The Investor has received all of the information
such Investor believes required to make an informed decision regarding this
investment. Any questions raised by the Investor (or such Investor's
representatives) concerning the transaction have been answered to the
satisfaction of the Investor (and such Investor's representatives). The
Investor's decision to purchase the Shares is based on such Investor's own
evaluation of the risks and merits of the purchase and the Company's proposed
business activities.
2.6 Organization and Standing. If the Investor is a corporation,
partnership or other entity, it is a limited partnership or corporation duly
organized and existing under, and by virtue of, the laws of the jurisdiction of
its organization and is in good standing under such laws. It has requisite power
to own and operate its properties and assets, and to carry on its business as
presently conducted and as proposed to be conducted. It is qualified to do
business in every jurisdiction where the failure to so qualify would have a
material adverse effect on its business.
2.7 Power. The Investor will have, on the Closing Date, all requisite
legal power to execute and deliver this Agreement, purchase the Shares and to
carry out and perform such Investor's obligations under this Agreement.
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2.8 Authorization. All action on the part of the Investor, its
directors, shareholders, partners or other principals (if applicable) necessary
for the authorization, execution, delivery and performance under this
Subscription Agreement by such Investor, the purchase of the Shares, and the
performance of such Investor's obligations has been taken or will be taken prior
to the Closing Date.
2.9 Compliance with Other Instruments. etc. Such Investor is not in
violation of any term of its constituent documents (if such Investor is a
corporation, partnership or other entity), or in any material respect of any
term or provision of any material mortgage, indenture, contract, agreement,
instrument, judgment or decree, and to the best of such Investor's knowledge is
not in violation of any order, statute, rule or regulation applicable to such
Investor the violation of which could have a material adverse effect on such
Investor's business or financial condition.
2.10 Litigation, etc. There are no actions, suits, proceedings or
investigations pending or threatened against such Investor or such Investor's
properties before any court or governmental agency (nor, to the best of such
Investor's knowledge, is there any threat thereof), which, either individually
or in the aggregate, might result in any material adverse change in such
Investor's business or financial condition or any of such Investor's properties
or assets, or in any material impairment of such Investor's right or ability to
carry on such Investor's business as now conducted or as proposed to be
conducted, or in any material liability on the part of such Investor, and none
of which questions the validity of this Agreement or any action taken or to be
taken in connection.
SECTION 3
Restrictions on Transferability to Securities;
Compliance with Securities Act
3.1 Restrictions on Transferability. The Shares are restricted and
shall not be sold, transferred, pledged or otherwise disposed of unless all the
terms and conditions of this Agreement and the provisions of the Securities Act
of 1933, as amended (the "Securities Act") have been strictly complied with. The
Shares have not been registered under the Securities Act and the Investor agrees
not to sell, transfer or otherwise dispose of any of the Shares in a transaction
which is not registered under the Securities Act or exempt from such
registration, and prior to any such sale, transfer or disposition, the Investor
must provide the Company with an opinion of counsel, reasonably satisfactory to
the Company that the proposed sale, transfer or disposition will not violate any
applicable Federal or state securities laws.
3.2 Certain Definitions. As used in this Section 3, the following
terms shall have the following respective meanings:
"Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
"Holders" as used in this Section 3 shall mean and include the Investor
and any person holding Registrable Securities to whom the registration rights
granted hereunder are transferred in accordance with the provisions of Section
3.8.
"Registrable Securities" means (i) the Shares and (ii) any Common Stock
of the Company issued or issuable or other securities issued or issuable with
respect to the Shares pursuant to any stock split,
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stock dividend, recapitalization, or similar event; provided, however, that
shares of Common Stock shall only be treated as Registrable Securities if and so
long as they have not been (A) sold to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, or (B)
sold in a transaction exempt from the registration and delivery requirements of
the Securities Act under Section 3(1) thereof so that all transfer restrictions
and restrictive legends with respect thereto are removed upon the consummation
of such sale.
The terms "register", "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.
"Registration Expenses" shall mean all expenses incurred by the Company
in complying with Sections 3.4 and 3.5 hereof, including, without limitation,
all registration, qualification and filing fees, printing expenses, escrow fees,
fees and disbursements of counsel for the Company, blue sky fees and expenses,
and the expense of any special audits incident to or required by any such
registration (but excluding the compensation of regular employees of the Company
which shall be paid in any event by the Company).
"Restricted Securities" shall mean the securities of the Company
required to bear the legend set forth in Section 3.3 hereof (or any similar
legend).
"Securities Act" shall mean the Securities Act of 1933, as amended, or
any similar federal statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and all fees and disbursements of counsel for any Holder.
3.3 Restrictive Legend. Each certificate shall be stamped or
otherwise imprinted with a legend in the following form (in addition to any
legend required under applicable state securities laws):
"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or under the securities
laws of any state, and such shares may not be sold or transferred
unless such sale or transfer is in accordance with the registration
requirements of the Securities Act of 1933, as at the time amended, and
the appropriate state securities laws, or unless some other exemption
from the registration requirements of such Act and State laws is
available with respect thereto. The shares represented by this
Certificate are transferable only to the Corporation or to the
Shareholders of the Corporation unless and until the Holder hereof
shall have complied with all provisions of the Articles of
Incorporation, Bylaws and any applicable agreement with the Corporation
affecting the sale thereof, copies of which are on file at the
principal office of the Corporation."
3.4 Company Registration.
(a) Notice of Registration. If at any time or from time to
time, the Company shall determine to register any of its securities, either for
its own account or the account of a security holder or holders, other than (i) a
registration relating solely to employee benefit plans or (ii) a registration
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relating solely to a Commission Rule 145 transaction, the Company will:
(i) promptly give to each Holder written notice thereof; and
(ii) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written request
or requests, made within 10 days after receipt of such written notice from the
Company, by any Holder or Holders.
(b) Underwriting. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 3.4(a)(i). In such event the right of any Holder to
registration pursuant to Section 3.4 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting shall
(together with the Company and the other holders distributing their securities
through such underwriting) enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting by the
Company. Notwithstanding any other provision of this Section 3.4, if the
managing underwriter determines that marketing factors require a limitation of
the number of Registrable Securities to be underwritten, the managing
underwriter may exclude some or all Registrable Securities from such
registration and underwriting. The Company shall so advise all Holders and the
other holders distributing their securities through such underwriting, and the
number of shares of Registrable Securities and other securities that may be
included in the registration and underwriting shall be allocated among all
Holders and other holders thereof in proportion, as nearly as practicable, to
the respective amounts of Registrable Securities held by all such Holders at the
time of filing the registration statement. If any Holder disapproves of the
terms of any such underwriting, he or it may elect to withdraw therefrom by
written notice to the Company and the managing underwriter. Any securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration and shall not be transferred in a public distribution prior to 90
days after the effective date of the registration statement relating thereto.
The Company may include shares of Common Stock (or other securities issued or
issuable pursuant to any stock split, stock dividend, recapitalization, or
similar event) held by shareholders other than the Holders in a registration
statement pursuant to this Section 3.4 only if, and to the extent, the amount of
Registrable Securities included in such registration would not thereby be
diminished.
3.5 Registration Procedures and Expenses. In the case of each
registration, qualification or compliance effected by the Company pursuant to
this Section 3, the Company will keep each Holder advised in writing as to the
initiation of each registration, qualification and compliance and as to the
completion thereof. At its expense the Company will:
(a) prepare and file with the Commission a registration
statement with respect to all offered securities and use its best efforts to
cause such registration statement to become and remain, and prepare and file
with the Commission such amendments to such registration statement and
supplements to the prospectus contained therein as may be necessary to cause
such registration statement to remain, effective for a period of at least 90
days or until the Holder or Holders have completed the distribution described in
the registration statement relating thereto, whichever first occurs; provided,
however, that no such registration shall constitute a shelf registration under
Rule 415 promulgated by the Commission under the Act; and
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(b) furnish such reasonable number of prospectuses and other
documents incident thereto as a Holder from time to time may reasonably request.
3.6 Information by Holder. The Holder or Holders of Registrable
Securities included in any registration shall furnish to the Company such
information regarding such Holder or Holders, the Registrable Securities held by
them and the distribution proposed by such Holder or Holders as the Company may
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Section 3.
3.7 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Restricted Securities to the public without registration, the
Company shall use its best efforts to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
subsequent to 90 days after the effective date of the first registration
statement covering an underwritten public offering filed by the Company;
(b) file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Securities Exchange Act of 1934, as amended; and
(c) so long as a Holder owns any Restricted Securities, to
furnish to the Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of Rule 144 (at any time
subsequent to 90 days after the effective date of the first registration
statement covering an underwritten public offering filed by the Company) and of
the Securities Act and the Securities Exchange Act of 1934 (at any time after it
has become subject to such reporting requirements), a copy of the most recent
annual or quarterly report of the Company, and such other reports and documents
so filed by the Company as a Holder may reasonably request in availing itself of
any rule or regulation of the Commission allowing a Holder to sell any such
securities without registration.
3.8 Transfer of Registration Rights. The rights to cause the Company to
register securities granted Holders under Section 3.4 may be assigned, upon
written notice to the Company, to a transferee or assignee who acquires at least
10% of the Registrable Securities of the Company, provided that such transfer
must otherwise be effected in accordance with applicable securities laws.
3.9 Amendment of Registration Rights. Any provision of this Section 3
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of seventy-five percent (75%) of
the Registrable Securities. Any amendment or waiver effected in accordance with
this Section 3.9 shall be binding upon each Holder and the Company. By
acceptance of any benefits under this Agreement, holders of Registrable
Securities hereby agree to be bound by the provisions hereunder.
3.10 Indemnification. Subject to Section 3.4(b), in the event any
Registrable Securities are included in a registration statement under Section 3:
(a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder joining in a registration, any underwriter (as
defined in the Securities Act) for it, and each
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person, if any, who controls such Holder or underwriter within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which they may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based on any untrue or alleged untrue statement of
any material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein, or any amendments
or supplements thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein,
or necessary to make the statements therein not misleading or arise out of any
violation by the Company of any rule or regulation promulgated under the
Securities Act applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration; and will
reimburse each such Holder, such underwriter, or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section
3.10(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld) nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus, final
prospectus or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person.
(b) To the extent permitted by law, each Holder joining in a
registration will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement, each
agent and any underwriter for the Company (within the meaning of the Securities
Act) and each person, if any, who controls the Company or such underwriter
within the meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which the Company or any director, officer,
controlling person, agent or underwriter may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein, or any amendments or supplements thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in such registration statement, preliminary or final
prospectus, or any amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by such Holder expressly for use
in connection with such registration; and each such Holder will reimburse any
legal or other expenses reasonably incurred by the Company or any such director,
officer, controlling person, agent or underwriter in connection with
investigating or defending such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section
3.10(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of such Holder (which consent shall not be unreasonably withheld).
(c) Promptly after receipt by an indemnified party under this
Section 3.11 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 3.10, notify the indemnifying party in writing of the
commencement thereof and (unless the interest of the indemnifying party
conflicts with that of the indemnified party) the indemnifying party shall have
the right to participate in and, to the extent the
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indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with its own counsel (provided
such counsel is reasonably satisfactory to the indemnified party). The failure
to notify an indemnifying party promptly of the commencement of any such action,
if prejudicial to his ability to defend such action, shall relieve such
indemnifying party, to the extent that he is prejudiced thereby, of any
liability to the indemnified party under this Section 3.10, but the omission so
to notify the indemnifying party will not relieve him of any liability that he
may have to any indemnified party otherwise than under this Section 3.10.
3.11 Termination of the Company's Obligations. The Company's
obligations pursuant to Section 3.4 shall expire one year after the Company
first becomes subject to the reporting requirements of Section 13 or 15(d) of
the 1934 Act.
3.12 Lockup Agreement. In consideration for the Company agreeing to its
obligations under this Section 3, each Investor agrees in connection with any
registration of the Company's Common Stock for sale to the general public, upon
the request of the Company or the underwriters managing any underwritten
offering of the Company's securities, not to sell, make short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any Registrable
Securities (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed 120 days) from the effective date of such
registration as the Company or the underwriters may specify. The Company may
impose stop-transfer instructions with respect to all securities subject to the
foregoing restrictions until the end of the applicable period.
3.13 Delay of Registration. No Holder shall have any right to take any
action to restrain, enjoin or otherwise delay any registration as the result of
any controversy that may arise with respect to the interpretation or
implementation of this Agreement.
3.14 Right of First Refusal. In the event that the Company proposes to
issue and sell new shares or securities that are convertible into Common or
Preferred Stock (the "New Securities"), the Company shall give the Investor at
least 30 days prior written notice of its intention, and description, terms and
conditions of the proposed transaction and the Investor shall have the right of
first refusal to purchase, pro rata, all or any part of the New Securities. The
Investor shall have 30 days from the date of such notice to exercise its option.
if the Investor should waive or not exercise its right of first refusal provided
herein, all or part of its pro rata share of New Securities may be purchased by
the other investors. In the event that the Investor fails to exercise the right
of first refusal within such 30 day period and other investors do not exercise
their right of first refusal with respect to such New Securities, the Company
shall have 120 days thereafter to sell or enter into an agreement to sell the
New Securities at the price and upon general terms no more favorable to the
investors thereof than specified in the Company's notice. In the event that the
Company has not sold all the New Securities or entered into an agreement to sell
all the New Securities within such 120 day period, the Company shall not
thereafter issue or sell any New Securities, without first offering such
securities to the Investor in the manner provided above.
3.15 Option to Purchase Stock. If the Investor at any time intends to
sell, transfer or otherwise dispose of any Shares, said Investor shall give the
Company at least 30 days prior written notice of such intention (the "Investor
Notice of Sale"), which Investor Notice of Sale shall specify the number of
Shares to be sold, transferred or disposed of, the manner of the proposed sale,
transfer or disposition, the name of the proposed investor, the proposed sale
price (which must be payable in cash), a copy of a bona fide written offer from
the proposed investor and all other material terms and conditions of such
proposed
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sale, transfer or disposition and the Company shall have the option to purchase
for cash all, but not part, of the Shares to which such Investor Notice of Sale
relates on the terms and conditions specified in such notice. Such option shall
be exercisable by the Company no later than 30 days after the date of the
receipt by the Company of the Investor Notice of Sale. The parties to such
transaction shall execute such certificates and cross receipts as are reasonably
necessary to consummate such transaction.
If the Company does not exercise its option to purchase the Shares
covered by the Investor Notice of Sale, the Investor shall have the right to
sell, transfer or otherwise dispose of such Shares for a period of 30 days
following the waiver or expiration of the Company's option to purchase in
accordance with the terms and conditions of the Investor Notice of Sale, after
which the right of first refusal will again apply. Any provisions of this
Section 3.15 to the contrary notwithstanding shall apply to any transfer of the
Shares.
3.16 Sale of Majority of Shares of Stock. Upon the contemporaneous sale
or exchange or other transfer of a majority of the shares of capital stock of
the Company by one or more shareholders, such offeror shareholders shall arrange
for the purchase of all the remaining shares of the Company's capital stock held
by the remaining shareholder(s), at a price and subject to terms and conditions
substantially or no less favorable than the same as those applicable to the sale
or exchange of the offeror shareholder's shares.
SECTION 4
Miscellaneous
4.1 Binding effect. All provisions of this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by and against the successors
or assigns of the Company and any subsequent transferee.
4.2 Amendment and Modification. The parties hereto may amend, modify
and supplement this Agreement in such manner as may be agreed upon by them in
writing.
4.3 Notices. Any notices hereunder may be given to the Company
addressed to 00 Xxxx Xxxxxxxxx, Xxxxxxxxx Xxxx, Xxx Xxxxxx 00000, for the
attention of President. All such notices shall be by letter delivered in person,
sent by certified mail, telegram or telex.
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This Agreement shall be governed by the laws of the State of Delaware
and shall have the effect of a sealed instrument.
Name of Investor (please print)
---------------------------------------------
(Signature)
Date:
Address:
Accepted:
SECURACOM, INCORPORATED
By:_______________________________
Date:_____________________________
Subscription payment instructions:
- Please wire funds to:
Chemical Bank
New York, New York
ABA No.
Account:
Account No.:
For Further Credit to:
Account:
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