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 undersigned subscriber (the "Subscriber")
to purchase securities of the Company pursuant hereto.
The Company is offering for sale up to 400,000 units (the "Units"), each
of which consists of four (4) shares of its common stock, par value $0.0001 per
share (the "Common Stock") and one (1) redeemable common stock purchase warrant
(the "Warrants") (the Units and the Common Stock and Warrants included therein
as well as the Common Stock issuable upon exercise of the Warrants are
collectively referred to herein as the "Restricted Securities"), at a price of
$6.00 per Unit, in consideration of cash only.
On the foregoing premises, the Subscriber hereby subscribes for the
purchase of such number of Units set forth on the signature page to this
Agreement on the following terms and conditions:
1. SUBSCRIPTION TO PURCHASE UNITS
1.1 OFFER TO PURCHASE. Subject to the terms and conditions of this
Agreement, the Subscriber irrevocably subscribes to purchase at the
Closing as defined herein, the number of Units outlined on the
Counterpart Signature Page hereto.
With this Agreement, the Subscriber is also tendering to the
Company payment of the full subscription amount in cash, two copies of
the suitability letter and a purchaser representative disclosure and/or
certificate of corporation, partnership or other entity, if applicable
(the "Subscription Documents").
1.2 ACCEPTANCE OR REJECTION. The acceptance or rejection of the offer
to purchase Units shall take place at such time and place within 60 days
of the date hereof, as the Company may specify (which time and place are
designated as the "Closing"). At the Closing, the Company shall either
(i) accept this subscription (in whole or in part) and deliver to the
Subscriber certificates for the Common Stock and the Warrants included in
the Units, all against delivery to the Company of the full purchase price
of the Units equal to the subscription amount; or (ii) reject this
subscription and return to the Subscriber his/her/its subscription (or as
much thereof as is not accepted).
2. REPRESENTATIONS. The Subscriber, singly, jointly or on behalf of an
entity subscribing, hereby represents and warrants as follows:
2.1 AGE. The Subscriber or signatory is over the age of majority.
2.2 NO GOVERNMENTAL APPROVAL. The Subscriber acknowledges that neither
the Securities and Exchange Commission nor the securities commission of
any state or any other federal agency has made any determination as to
the merits of purchasing the Units.
Page 1
2.3 INFORMATION PROVIDED BY THE SUBSCRIBER. All information which the
Subscriber has provided or is providing the Company, or to its agents or
representatives concerning the Subscriber's suitability to invest in the
Company is complete, accurate and correct as of the date of the signature
on the last page of this Agreement. Such information includes, but is not
limited to information concerning the Subscriber's personal financial
affairs, business position and the knowledge and experience of the
Subscriber and the Subscriber's advisors. The Company shall maintain such
information regarding the Subscriber in strict confidence except as may
be required to be disclosed to governmental agencies in support of an
available exemption from the registration requirements of applicable
securities laws, rules and regulations regarding the offer and sale of
the Units.
2.4 INFORMATION PROVIDED BY THE COMPANY. The Subscriber has been
provided with access to all material information requested by either the
Subscriber, the Subscriber's purchaser representative or others
representing the Subscriber, including any information requested to
verify any information furnished, and there has been direct communication
between the Company and its representatives on the one hand and the
Subscriber and the Subscriber's representatives and advisors on the other
in connection with information regarding the purchase made hereby. The
Company has given the Subscriber the opportunity to ask questions of and
receive answers from the Company and/or its directors, officers,
employees or representatives concerning the terms and conditions of this
offering and to obtain any additional information (to the extent the
Company possesses such information or can acquire it without unreasonable
effort or expense) desired or necessary to verify the accuracy of the
information provided. Any proprietary information disclosed or discovered
by the Subscriber in reviewing information made available to the
Subscriber by the Company in connection with the offer and sale of the
Units shall be maintained by the Subscriber in strict confidence.
2.5 SUBSCRIPTION SUBJECT TO ACCEPTANCE. The Subscriber acknowledges
that this Agreement may be accepted or rejected by the Company with
respect to all or part of the amount subscribed and that, to the extent
the subscription may be rejected, the accompanying cash subscription
payment will be refunded without payment of interest and without
deduction of expenses.
2.6 FINANCIAL CONDITION OF THE SUBSCRIBER. The Subscriber has adequate
means of providing for his/her/its current needs and possible personal
contingencies and has no need now, and anticipates no need in the
foreseeable future, to sell the Units or any of the other Restricted
Securities for which the undersigned hereby subscribes. The Subscriber
represents that Subscriber is able to bear the economic risks of this
investment and is able to hold the securities for an indefinite period of
time and has a sufficient net worth to sustain a loss of the entire
investment, in the event such loss should occur.
2.7 PURCHASE ENTIRELY FOR OWN ACCOUNT. The Subscriber has no present
intention of dividing the Units or any of the other Restricted Securities
with others or of reselling or otherwise disposing of any portion of the
Units or other Restricted Securities unless covered by an effective
registration statement filed with the Securities and Exchange Commission
or there is an available exemption from such registration.
Page 2
2.8 NO RELIANCE ON UNAUTHORIZED REPRESENTATIONS. The Subscriber has
not specifically relied on any oral representations from the Company, or
any broker or salesman or their partners, shareholders, directors,
officers, employees or agents, except the following:
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
2.9. INVESTMENT. The Restricted Securities will be held for investment
purposes and not with a view toward further distribution or sale.
2.10. UNREGISTERED SECURITIES. The Subscriber has been advised by the
Company that the Restricted Securities have not been registered under the
Securities Act and are therefore not freely tradable.
2.11. CERTIFICATES AND LEGENDS. The Subscriber has been advised by the
Company that, without prior written approval of counsel for the Company,
all of the Common Stock included in the Units shall be represented by one
certificate only and all of the Warrants included in the Units shall be
represented by one certificate only and that all of the shares of common
Stock issuable upon exercise of the Warrants shall be represented by one
certificate only and that such certificates, to be issued and delivered
to me or my principal, shall be imprinted with the following legend or a
reasonable facsimile thereof:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
UNLESS COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH
ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN EXEMPTION
FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED, OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.
The stock transfer records of the Company reflect that no certificate
representing any of the Restricted Securities shall be transferred unless
the Company shall first have obtained, at the expense of the holder of
Restricted Securities, an opinion of legal counsel to the effect that
they may be sold in accordance with applicable laws, rules and
regulations.
3. INDEMNITY. The Subscriber hereby agrees to indemnify the Company and any
person participating in the offering, and to hold them harmless, and to grant
them a right of set-off from and against any and all liability, damages, cost or
expense (including, but not limited to, reasonable attorneys' fees), including
the amount paid in settlement and whether or not suit is commenced, incurred on
account of or arising out of any inaccuracy in the Subscriber's declarations,
representations and warranties set forth in any portion of the Subscription
Documents executed and delivered by the Subscriber in connection with
his/her/its subscription for Units.
4. MISCELLANEOUS. The Subscriber further understands, acknowledges and
agrees that:
(a) This Agreement is not transferable or assignable by the
Subscriber.
Page 3
(b) This Agreement shall be construed in accordance with and governed
by the laws of the State of Delaware.
(c) This Agreement constitutes the entire agreement between the
parties regarding the subject matter hereof.
(d) Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the Subscriber, the
Subscriber does not thereby or in any other manner waive any rights
granted to the Subscriber under federal or state securities laws.
(e) This Agreement does not entitle the Subscriber to any rights as a
shareholder of the Company's securities with respect to any securities
purchasable hereunder which have not been fully paid for.
(f) The Warrants purchased will be evidenced by a Common Stock
Purchase Warrant identical to the form included as Exhibit A to this
Subscription Agreement, and that Subscriber accepts the terms and
conditions of such Warrant and agrees to be bound by such terms and
conditions.
Page 4
COUNTERPART SIGNATURE PAGE TO
SECURED SERVICES, INC.
SUBSCRIPTION AGREEMENT
This Counterpart Signature Page for that certain Subscription
Agreement between Secured Services, Inc., a Delaware corporation (the
"Company"), and the undersigned Subscriber to purchase securities of the Company
pursuant thereto, is executed by the undersigned as of the date hereof. The
undersigned, through execution and delivery of this Counterpart Signature page,
intends to be legally bound by the terms of such Agreement.
Date: _______ ___, 2005
------------------------------------- ----------------------------------------
Name of Subscriber (Print) Name of Joint Subscriber, If Any (Print)
------------------------------------- ----------------------------------------
Signature Signature
------------------------------------- ----------------------------------------
Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx (If Different)
------------------------------------- ----------------------------------------
City, State and Zip Code City, State and Zip Code (If Different)
------------------------------------- ----------------------------------------
Tax I.D. Number or Social Security Tax I.D. Number or Social Security
Number Number
Number of Units: ___________, including _____________ shares of Common Stock and
_____________ Warrants.
Total Subscription Price: $_____________________
ACCEPTANCE BY THE COMPANY
Secured Services, Inc. hereby accepts the foregoing subscription and agrees to
be bound by the terms of this Agreement.
SECURED SERVICES, INC.
Date: _____________ By: ____________________________________
Name: __________________________________
Title: _________________________________
Page 5
LIST OF INVESTORS FOR THE MARCH 2005 PRIVATE PLACEMENT
SHAREHOLDER AMOUNT INVESTED UNITS PURCHASED
LAST NAME FIRST NAME
Xxxx Xxxxx Consultants Ltd. $50,004 8,334
Xxxx Xxx $50,004 8,334
Xxxxxxxx Xxxx $24,000 4,000
Xxxxxx Xxxxxxx J. III $120,000 20,000
Xxxxx Xxxxxxx $24,000 4,000
Xxxxx Xxxxxx $24,000 4,000
Xxxxxxxx Xxxxx $24,000 4,000
Xxxxxxxx Family Trust $50,004 8,334
XX Xxxx Partners Ltd. $24,000 4,000
Xxxxx Xxxxx $7,200 1,200
Xxxxx Xxxx L. $9,600 1,600
Xxxxxxxxx Xxxx $7,200 1,200
Xxxxxxx X. Xxxxxxx and Xxxxx Xxxx $12,000 2,000
RML Xxxxxxx Family LP $24,000 4,000
Xxxxxx Xxxxxxx L $12,000 2,000
L'Xxxxxx Xxxx C. $24,000 4,000
Xxxxxxx Xxx $36,000 6,000
Xxxxxxxx Xxxxxxx $24,000 4,000
Sienna Xxxx $18,000 3,000
Xxx-Xxxxxxx Xxxxxxx $24,000 4,000
Greenspun Corporation $240,000 40,000
Xxxxxxxxxx Xxxx $12,000 2,000
Xxx Xxx $12,000 2,000
Xxxxxxxxx Xxxxxx $12,000 2,000
--------- --------
$864,012 144,002
*- Each unit consists of four shares of Common Stock and a warrant exercisble to
purchase a share of Common Stock.
** - The Warrant exercise price is $2.00 for the first twelve months and $2.50
for the twenty-four months thereafter.
Page 6
