SECURED SERVICES, INC.
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is entered into by and
between SecureD Services, Inc., a Delaware corporation (the "Company"), and the
undersigned subscriber to purchase securities of the Company pursuant hereto
(the "Subscriber").
The Company is offering for sale certain of its Shares ("restricted securities")
at a price of $0.75 per Share, in consideration of cash only.
On the foregoing premises, the Subscriber hereby subscribes for the purchase of
the Company's Shares on the following terms and conditions:
1. SUBSCRIPTION TO PURCHASE SHARES
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 Shares outlined on the
Counterpart Signature Page hereto.
With this Agreement, the Subscriber is also tendering to the
Company: (i) a suitability letter, (ii) an investment letter, (iii)
payment of the full subscription amount, in cash, and (iii) a purchaser
representative disclosure and/or certificate of corporation,
partnership or other entity, if applicable. The foregoing are sometimes
hereinafter referred to as the "Subscription Documents."
1.2 ACCEPTANCE OR REJECTION. The acceptance or rejection of
the offer to purchase Shares shall take place at such time and place
within 15 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 Shares, all against
delivery to the Company of the full purchase price of the Shares 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, 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 Shares.
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 Shares.
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 Shares 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 Shares 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 Shares with others or of reselling or
otherwise disposing of any portion of the Shares unless registered
pursuant to a registration statement filed with the Securities and
Exchange Commission or there is an available exemption from such
registration.
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:
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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 the Shares.
4. SETOFF. Notwithstanding the provisions of the last preceding section
or the enforceability thereof, the Subscriber hereby grants the Company the
right of setoff against any amounts payable by the Company to the Subscriber for
whatever reason, before any and all damages, costs or expenses (including, but
not limited to, reasonable attorneys' fees) incurred on account of or arising
out of any of the items referred to in clauses (a) through (c) of the last
preceding section.
5. MISCELLANEOUS. The Subscriber further understands, acknowledges and
agrees that:
(a) This Agreement is not transferable or assignable
by the Subscriber.
(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
which are comprised of with respect to any securities
purchasable hereunder which have not been fully paid for.
(f) Agrees to enter into the Lock-up/Leak-out
agreement attached to this subscription agreement as
Schedule B.
6. CONDITION PRECEDENT TO THE CLOSING OF THE OFFERING. The closing of
this Offering is subject to the closing of the Plan of Reorganization or Merger
along the general outline that is contained in the Instructions for Completing
Subscription Documents that precedes this Agreement in the Subscription
Documents, and if the Offering and the Plan of Reorganization or Merger are not
completed by September, 2003, all funds received under this Offering shall be
returned to investors, without any deduction therefrom or interest thereon.
(THIS SPACE INTENTIONALLY LEFT BLANK)
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.
SUBSCRIBER
Date:
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Tax I.D. Number or Social Security Number Type or Print Name of Subscriber(s)in
Company
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Number and Street Signature
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City, State and Zip Code Signature of Joint Subscriber, If Any
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Number of Shares 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.,
A DELAWARE CORPORATION
Dated:
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