Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks Exhibit 4.4 Subscription Agreement With Lawrence Seiler for 170,000 shares, Granting Registration Rights to 100,000 Shares VIEW SYSTEMS, INC. [Logo] SUBSCRIPTION AGREEMENT This...
Prepared by XXXXXXX CORPORATION xxx.xxxxxxxxxxxxxx.xxxQuickLinks
Exhibit 4.4 Subscription Agreement With Xxxxxxxx Xxxxxx for 170,000 shares, Granting Registration Rights to 100,000 Shares
SUBSCRIPTION AGREEMENT This Agreement is made as of July 15, 1999, by and between View Systems, Inc. ("View Systems"), a Florida corporation, whose principal place of business is 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 00, Xxxxxxxxx, Xxxxxxxx 00000 and Xxxxx Xxxxxx, 00000 Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000.
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a.$101,816
of Eastern Tech's loan payable to Xxxxx Xxxxxx (the "Loan Payable");
b.$100,000
in legal fees and other related expenses incurred by Xxxxx Xxxxxx on behalf of Eastern Tech in connection with a pending investigation involving NASA, the U.S. Attorney's
Office for the District of Columbia and the FBI, and a civil forfeiture action referred to the U.S. Attorney's Office for the District of Columbia (the "Legal Fees");
R2. View
Systems has agreed to pay Xxxxx Xxxxxx $69,307.51 as incentive compensation (the "Compensation Payment") in providing for changes in management for View
Systems, following the acquisition of Eastern Tech.
R3. View
Systems and Eastern Tech have acquired an automobile from Xxxxx Xxxxxx for corporate use for the consideration of a promise to pay Xxxxx Xxxxxx $67,000 (the
"Car Payment").
R4. Xxxxx
Xxxxxx would like to have View Systems issue him stock in exchange for the Loan Payable, the Legal Fees, the Compensation Payment and the Car Payment owed to
him by View Systems and Eastern Tech. View Systems would like to issue him its common stock in satisfaction of these amounts owed Xxxxx Xxxxxx, pursuant to the terms and conditions of this Agreement.
R5. Xxxxx
Xxxxxx is the President of Eastern Tech and is active in sales for both Eastern Tech and View Systems. He is also an a 5% or greater equity shareholder in
View Systems.
NOW,
THEREFORE, in consideration of the promises contained herein, the parties agree as follows:
1. Subscription. Xxxxx Xxxxxx agrees to purchase 170,000 shares (the "Shares")
of the common stock of View Systems in exchange for the satisfaction of the Loan Payable, the Legal Fees, the Compensation Payment and the Car Payment, itemized as follows:
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a.36,500
shares in satisfaction of the Loan Payable obligation;
b.33,500
shares in satisfaction of the Car Payment obligation;
c.50,000
shares in satisfaction of the Legal Fee obligation;
d.50,000
shares in satisfaction of the Compensation Payment obligation.
2. Payment of Purchase Price for the Shares. Xxxxx Xxxxxx shall accept the
Shares as full and complete satisfaction of Loan Payable, Car Payment, Legal Fee, and the Compensation Payment obligations of View Systems and Eastern Tech to Xxxxx Xxxxxx. This indebtness shall be
deemed satisfied upon delivery of the stock certificate representing the Shares to Xxxxx Xxxxxx.
3. Representations and Warranties. Xxxxx Xxxxxx represents and warrants, as
follows:
(a) Xxxxx
Xxxxxx is a U.S. citizen, at least 21 years of age or older.
(b) Xxxxx
Xxxxxx'x residence is set forth above.
(c) Xxxxx
Xxxxxx has had access to the books and records of View Systems, is currently an executive officer of View Systems' subsidiary, Eastern Tech, and is familiar
with the business and operations of View Systems.
(d) Xxxxx
Xxxxxx'x Shares will be acquired for investment, for Xxxxx Xxxxxx'x own account, and not with a view to, for offer for sale or for sale in connection with,
the distribution or transfer of the Shares. The Shares are not being purchased for subdivision or fractionalization thereof; and Xxxxx Xxxxxx has no contract, undertaking, agreement or arrangement
with any person or entity to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such person or entity any Shares, and Xxxxx Xxxxxx has no present plans or
intention to enter into any such contract, undertaking, agreement or arrangement.
(e) The
present financial condition of Xxxxx Xxxxxx is such that he/she is under no present or contemplated future need to dispose of any portion of the Shares to
satisfy any existing or contemplated undertaking, need or indebtedness. Xxxxx Xxxxxx has the financial ability to bear the economic risk of an investment in the Shares, has adequate means of providing
for his/her current needs and personal contingencies, has no need for liquidity in such investment and could afford the complete loss of such investment.
6. Acknowledgement of Certain Facts. Xxxxx Xxxxxx
acknowledges his/her awareness and understanding of the following:
(a) The
purchase of the Shares is a speculative investment that involves a high degree of risk of loss by Xxxxx Xxxxxx of his/her entire investment in the Shares.
(b) No
federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement, of the Shares.
(c) There
are restrictions on the transferability of the Shares; there will be no market for the Shares and, accordingly, it may not be possible for Xxxxx Xxxxxx to
liquidate readily, or at all, his/her investment in case of an emergency or otherwise.
(d) The
Shares have not been registered under federal or state securities laws and are being offered in reliance on an exemption from registration of the Shares. The
Shares cannot be resold unless they are registered or unless an exemption from such registration is available, in which event the undersigned might still be limited as to the number of Shares that may
be sold.
(e) The
stock certificates of the Shares will be imprinted with a conspicuous legend in substantially the following form:
"The
securities represented by this certificate have not been registered under federal or state securities laws, and shall not be sold, pledged, hypothecated, donated or otherwise
transferred (whether or not for consideration) by the holder in the absence of an effective registration under the securities laws or an opinion of counsel reasonably satisfactory to View Systems that
such registration is not required under the securities laws.
(g) View Systems does not file periodic reports with the SEC pursuant to the provisions of the Securities Exchange Act of 1934, as amended; however, it is currently in
the process of preparing forms for becoming a reporting company, which forms will undergo a review and comment process by the SEC. View Systems has agreed to register a portion of Xxxxx Xxxxxx'x
Shares for distribution in accordance with the provisions of federal and state securities laws at such time as it registers a block of its securites (which it expects to do in the third and fourth
quarters of calendar year 1999) and View Systems has not agreed to comply with any exemption from registration for the resale of Xxxxx Xxxxxx'x Shares. Hence, Xxxxx Xxxxxx understands that by virtue
of securities regulations respecting "restricted securities", the Shares may be required to be held indefinitely, unless and until registered, unless an exemption from such registration is available,
in which case Xxxxx Xxxxxx may still be limited as to the number Shares that may be sold.
(h) All
instruments, documents, records and books pertaining to this investment are made available for inspection by Xxxxx Xxxxxx and/or his representative, and that
the books and records of View Systems are available for inspection by Xxxxx Xxxxxx. There is available to Xxxxx Xxxxxx the opportunity to ask questions and receive answers concerning the business,
assets, income or other items necessary to make an investment decision.
7. Piggyback Registration Rights. View Systems agrees to register, at its own
expense, 100,000 of the Shares as part of its next registration of securities under the Securities Act of 1933. View Systems is working toward a registration under SEC
Regulation S-B2 of 5 to 10 million dollars of its securities and hopes to complete preparation of a prospectus and registration statement, and to have same qualified by the
regulatory agencies, by the third or fourth quarter of 1999. View Systems agrees to register the Shares as part of this registration.
8. Payment of Legal Fees. Eastern Tech and Xxxxx Xxxxxx are both targets in an
investigation being conducted by the U.S. Attorney's Office for the District of Columbia and the Federal Bureau of Investigation and certain of their assets have been seized by the FBI under the
authority of civil asset forfeiture laws. The interests of Eastern Tech and Xxxxx Xxxxxx in these matters are co-extensive. Eastern Tech and Xxxxx Xxxxxx have incurred legal fees in
defending these actions and will need to incur additional legal fees in the future in connection with these on-going matters. Xxxxx Xxxxxx agrees to pay up to $100,000 of the legal fees
necessary for presentation of a defense for both Eastern Tech and Xxxxx Xxxxxx and View Systems shall pay any additional monies necessary for presentation of a legal defense for both Eastern Tech and
Xxxxx Xxxxxx. Eastern Tech and Xxxxx Xxxxxx shall jointly engage counsel to represent them and will waive any non-material conflicts of interest as between the two of them for purposes of
this joint representation. To the extent Xxxxx Xxxxxx and Eastern Tech must engage separate counsel, the agreement of Xxxxx Xxxxxx to pay the first $100,000 and View Systems to pay any additional
defense costs shall apply to the collective costs of both sets of counsel. In the event Eastern Tech shall become insolvent, Xxxxx Xxxxxx shall not have an obligation to pay fees or costs for its
legal defense.
9. Exempt Transaction. All parties acknowledge and agree that the transfer of
the Shares pursuant to this Agreement will constitute an exempt isolated transaction and that the securities received in such transfer are not currently registered under federal or state securities
laws.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date written above.
| Xxxxx Xxxxxx: | |||||
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| (Seal) | ||||
| View Systems, Inc. | |||||
| By: |
Xxxxxxx Than President & CEO |
(Seal)
QuickLinksExhibit 4.4 | |||
