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
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 1st, 2006 • Secured Services Inc • Services-computer programming services • New York
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 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
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
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
