EXHIBIT 9
SHARE PURCHASE AGREEMENT
Dated as of June 23, 2004
between
Security Biometrics, Inc., as Seller
and
Synergex Group LLC, as Purchaser
For 485,484 shares
of
Security Biometrics, Inc. Common Stock
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made as of the
23rd day of June, 2004, between Security Biometrics, Inc., a Nevada corporation
("Seller"), and Synergex Group LLC, a Connecticut limited liability company
("Purchaser").
WHEREAS, On June 11, 2002, Purchaser loaned to Seller $1,000,000, as
evidenced by a Promissory Note dated June 11, 2002 (the " Note"), to finance the
merger of LT Acquisition Corp., a wholly owned subsidiary of Seller, and Lightec
Communications Inc. pursuant to the Merger Agreement dated as of March 14, 2002
by and among Seller, LT Acquisition Corp., Lightec Communications Inc., Xxxxxxxx
Xxxxxxx and Xxxxxxx Xxxxxxx; and
WHEREAS, Pursuant to an agreement dated September 12, 2003 (the " Note
Agreement"), Seller is required to: (i) pay the principal plus all interest
accrued in the outstanding principal balance at the rate of 9% per annum from
the date of receipt of the first payment related to the Bridgeport School
contract until paid in full; and (ii) pay no less than 7.4% of all money
received on account of the Bridgeport School contract until paid in full; and
WHEREAS, As of the date hereof, Seller has not made all required
payments in accordance with the Note Agreement; and
WHEREAS, The unpaid balance of the Note, including interest, is
$970,968.00; and
WHEREAS, Seller has agreed to issue to Purchaser (or at Purchaser's
direction) 485,484 shares (the "Shares") of Seller's Common Stock, par value
$0.001 per share, and Purchaser has agreed to cancel the Note, on the terms and
conditions hereinafter set forth; and
WHEREAS, Seller has agreed to issue share certificates in the amounts
of 436,936 Shares to Purchaser and 48,548 Shares to Xxxxx Rabbash & Xxxxxxxxx
LLP ("Xxxxx") as Purchaser has directed, provided that Xxxxx makes the
representations and agreements in Article 2 of this Agreement.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Shares.
1.1. Purchase and Sale. On the terms and subject to the
conditions of this Agreement, at the Closing, Seller will sell and deliver to
Purchaser or at Purchaser's direction, and Purchaser (or Xxxxx) will purchase
and acquire from Seller, all right, title and interest in and to the Shares,
free and clear of any and all liens except as otherwise set forth herein.
1.2. Consideration for the Shares. In consideration for the
Shares, Purchaser will deliver the Note to Seller for cancellation. Upon the
delivery of the Note to Seller, Seller shall have no further obligation pursuant
to the Note, the Note Agreement or any
other agreement between Seller and Purchaser or its affiliates relating to
Seller's obligations pursuant to the Note.
1.3. Closing. The purchase and sale of the Shares shall take
place at the time of the execution of this Agreement (the "Closing"). At the
Closing, Seller shall deliver the Shares and Purchaser shall deliver the Note.
2. Investment Purposes and Securities Laws Matters.
2.1. Unregistered Shares. Each of Purchaser and Xxxxx understands
that the Shares have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any state in the
United States, by reason of their issuance in one or more transactions exempt
from the prospectus and delivery requirements of the Securities Act. Each of
Purchaser and Xxxxx acknowledges that a restrictive legend consistent with the
foregoing has been or will be placed on the certificates evidencing the Shares.
Each of Purchaser and Xxxxx understands that neither the United States
Securities and Exchange Commission ("SEC") nor any state securities commission
has approved the Shares or passed upon or endorsed the merits of the investment
or reviewed or confirmed the accuracy or determined the adequacy of any
information furnished to Purchaser or Xxxxx in connection with this Agreement.
2.2. Investment Purposes. Each of Purchaser and Xxxxx are
acquiring the Shares solely for the account of Purchaser, for investment
purposes only, and not with a view towards the resale or distribution thereof.
Purchaser further agrees not to transfer the Shares in violation of the
Securities Act, or any applicable state securities law, and no one other than
Purchaser and Xxxxx has any beneficial interest in the Shares.
2.3. Rule 144. Each of Purchaser and Xxxxx acknowledges that the
Shares are and will be "restricted securities," as said term is defined in Rule
144 promulgated under the Securities Act.
2.4. Compliance with Securities Laws. Each of Purchaser and Xxxxx
agrees that it will not sell or otherwise dispose of any of the Shares unless
such sale or other disposition (a) has been registered under the Securities Act
or, in the opinion of counsel, is exempt from registration under the Securities
Act and (b) has been registered or qualified or, in the opinion of such counsel,
is exempt from registration or qualification under the applicable state
securities laws. Neither Purchaser nor Xxxxx may sell, transfer, or otherwise
dispose of the Shares, except in compliance with the applicable rules of the SEC
and applicable state securities authorities.
2.5. Restrictive Legend. Any certificate or certificates
representing Shares shall bear an appropriate legend evidencing the preceding
restrictions, in the following form, or in such other similar form as is
determined by Seller:
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED
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UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
3. Miscellaneous.
3.1. Further Assurances. Seller and Purchaser hereby agree to
execute and deliver such certificates, instruments and other documents, and to
take other actions, as may be reasonably requested by the other party hereto in
order to carry out, evidence or give effect to the transactions contemplated by
this Agreement.
3.2. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. This Agreement may be
executed and delivered by facsimilie transmission.
3.3. Entire Agreement. This Agreement comprises the entire
agreement between the parties on the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SECURITY BIOMETRICS INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Name: Xxxxx Xxxxxx
-------------------------------------
Title: Chief Executive Officer
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SYNERGEX GROUP LLC
By: /s/Xxxxxx Xxxxxx
---------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Member
With respect to Article 2 of this Agreement
XXXXX RABBASH & XXXXXXXXX LLP
By: /s/ Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
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