Exhibit 10.104
SUBSCRIPTION AND WARRANT PURCHASE AGREEMENT
This Agreement, made and entered into this 15th day of June, 2004 (the
"EFFECTIVE DATE"), by and between ULTRASTRIP SYSTEMS, INC., a Florida
corporation, whose principal office is located at 0000 XX Xxxxxx Xxxxxxx,
Xxxxxx, Xxxxxxx 00000 (the "CORPORATION"), and Xxxxxx Xxxxxx, whose address is
000 Xxxxxxxxxxxx Xx, Xxxxxxx, Xxx Xxxxxx 00000 (the "PURCHASER"). The
Corporation and the Purchaser are sometimes collectively referred to as the
"Parties" and sometimes individually referred to as a "Party."
RECITALS
A. The Purchaser desires to subscribe for and acquire NINETY-SEVEN
THOUSAND FIVE HUNDRED (97,500) warrants (the"WARRANT") of the
Corporation for amounts lent to the Company pursuant to that certain
extension of maturity of note and modification of Subscription and
Warrant Purchase Agreement dated February 12, 2004;
B. Each warrant shall represent the right to purchase one share of the
Corporation's Common Stock;
C. The strike price for each individual Warrant shall be $0.07 an each
individual warrant will expire on March 15, 2024;
D. In addition, the purchaser desires to subscribe for and acquire
TWENTY THOUSAND AND ONE (20,001) Warrants of the Corporation for
amounts lent to the Company pursuant to that certain extension of
maturity of note and modification of Subscription and Warrant
Purchase Agreement dated February 12, 2004.
E. Each Warrant shall represent the right to purchase one share of the
Corporation's Common Stock.
F. The strike price for each individual Warrant shall be $1.02 and each
individual Warrant will expire on March 15, 2024.
G. The Purchaser has relied solely on the information contained in that
certain Private Placement Memorandum dated June 6, 2003 (the
"MEMORANDUM") and the Company's 10-KSB filing with the U.S.
Securities and Exchange Commission for the year ended December 31,
2002, which the Purchaser has carefully reviewed. No oral
representations have been made or oral information furnished to the
Purchaser in connection with the Memorandum. The Purchaser and the
Purchaser's advisors have had a reasonable opportunity to ask
questions of and receive answers from the Corporation concerning the
Warrants and/or Shares.
In consideration of the foregoing RECITALS and the respective
representations, warranties, covenants, agreements and conditions
hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree as follows:
SUBSCRIPTION AGREEMENT PAGE 1 OF 6 ULTRASTRIP SYSTEMS, INC.
ARTICLE I
REPRESENTATIONS AND WARRANTIES
1.01 Representations and Warranties. The Purchaser represents and warrants as
follows:
(a) The Purchaser has relied solely on the information contained in
that certain Private Placement Memorandum dated June 6, 2003 and the Company's
10-KSB filing with the U.S. Securities and Exchange Commission for the year
ended December 31, 2002, which the Purchaser has carefully reviewed. No oral
representations have been made or oral information furnished to the Purchaser in
connection with the Memorandum. The Purchaser and its advisors have had a
reasonable opportunity to ask questions of and receive answers from the
Corporation concerning the Warrants and/or Shares.
(b) The Purchaser has been supplied with or has sufficient access to
all information, including financial statements and other financial information
of the Corporation, and has been afforded an opportunity to ask questions of and
receive answers from officers of the Corporation concerning information to which
a reasonable investor would attach significance in making investment decisions.
(c) The Purchaser is not subscribing for the Warrants and/or Shares as
a result of or subsequent to any advertisement, articles, notice or other
communication published in any newspaper, television or radio broadcast, or
presented at any seminar or meeting, or any solicitation of a subscription by a
person not previously known to the Purchaser in connection with investments in
securities generally.
(d) The Purchaser has adequate means of providing for his current
financial needs and contingencies, is able to bear the substantial economic
risks of an investment in the Warrants and/or Shares for an indefinite period of
time, has no need for liquidity in such investment, and has made commitments to
investments that are not readily marketable which are reasonable in relation to
the Purchaser's net worth and can afford a complete loss of such investment.
(e) The Purchaser has such knowledge and experience in financial, tax
and business matters so as to enable him to utilize the information made
available to him in connection with the offering of the Warrants and/or Shares
to evaluate the merits and risks of an investment in the Warrants and/or Shares
and to make an informed investment decision with respect thereto.
(f) The Purchaser is not relying on the Corporation with respect to the
tax and other economic consideration of an investment in the Warrants and/or
Shares, and the Purchaser has relied on the advice of, or has consulted with,
only the Purchaser's own advisors.
(g) The Purchaser has full right and power to perform pursuant to this
Agreement and make an investment in the Corporation and, if the Purchaser is an
entity, is authorized and otherwise duly qualified to purchase and hold the
Warrants and/or Shares and to enter into this Agreement.
(h) The Purchaser fully understands that the Warrants and/or Shares
have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of certain states and,
therefore, cannot be re-sold, pledged, assigned or otherwise disposed of unless
SUBSCRIPTION AGREEMENT PAGE 2 OF 6 ULTRASTRIP SYSTEMS, INC.
the securities are subsequently registered under the Securities Act and under
the applicable securities laws of such states or unless an exemption from such
registration is available in the opinion of counsel reasonably satisfactory to
counsel for the Corporation. The Purchaser is purchasing the Warrants and/or
Shares for the Purchaser's own account, for investment and not with a view to
resale or distribution except in compliance with the Securities Act and
applicable state securities laws. The Purchaser further acknowledges that there
is presently no market for the purchase and sale of the Warrants and/or Shares
and that no such market may ever exist.
(i) The Purchaser agrees to the placement of a legend on any
certificate or other document evidencing the Warrants and/or Shares, stating
that they have not been registered under the Securities Act.
(j) The Purchaser maintains his domicile, and is not merely a transient
or temporary resident, at the residence address shown on the signature page
hereto.
(k) The representations, warranties and agreements contained herein and
in the related Investor Qualification and Questionnaire are true and correct as
of the date hereof and may be relied upon by the Corporation and, the Purchaser
will notify the Corporation immediately of any adverse change in any such
representations and warranties which may occur prior to the acceptance of this
Agreement by the Corporation and will promptly send the Corporation written
confirmation thereof. The representations, warranties and agreements of the
Purchaser contained herein shall survive the execution and delivery of this
Agreement and the purchase of the warrants and/or shares.
1.02 Investor Status. The Purchaser further represents and warrants as indicated
below by the Purchaser's initials (initial one or more of the following four
statements):
(i) I certify that I am an accredited investor because I have had
individual income (exclusive of any income earned by my spouse) of more than
$200,000 in 2002 and 2003 and I reasonably expect to have an individual income
in excess of $200,000 in 2004.
(ii) I certify that I am an accredited investor because I have had
joint income with my spouse in excess of $300,000 in 2002 and 2003 and I
reasonably expect to have joint income with my spouse in excess of $300,000 in
2004.
(iii) I certify that I am an accredited investor because I have an
individual net worth, or my spouse and I have a joint net worth, in excess of
$1,000,000
(iv) I certify that I am not an accredited investor.
ARTICLE II
SALE AND PURCHASE OF WARRANTS
2.01 Warrants to be Sold . Upon the terms and subject to the conditions
contained herein, upon execution hereof the Purchaser shall purchase and accept
from the Corporation the Warrants, and the Corporation shall sell and cause the
transfer to Purchaser of the Warrants.
SUBSCRIPTION AGREEMENT PAGE 3 OF 6 ULTRASTRIP SYSTEMS, INC.
2.02 Consideration . Upon execution hereof, Purchaser shall deliver to the
Corporation a fully executed Extension of Maturity of Note Agreement, as
referenced above, for the Warrants. The delivery of the Warrants is further
conditioned upon Purchaser providing to Corporation the loan proceeds as
described in a certain promissory note extension dated February 12, 2004 between
the Parties.
2.03 Stock Split/Dividend. During the period Purchaser owns the subject
Warrants, in the event the shares of the Corporation complete a stock split or
if the corporation declares and issues a stock dividend, Purchaser shall be
entitled to a multiple of the Warrants held by Purchaser equal to the stock
split or stock dividend multiple of the Corporation. By way of example, if the
Corporation's publicly traded stock splits in which each shareholder receives
two shares of stock for each single share held, Purchaser shall be entitled to
two Warrants for each single Warrant held by Purchaser under the same terms and
conditions for exercises except that the strike price will be adjusted in
proportion to the stock split or the stock dividend.
ARTICLE III
INDEMNIFICATION
3.01 Indemnification. The Purchaser agrees to indemnify and hold the Corporation
and its agents, representatives and employees harmless from and against all
liability, damage, loss, cost and expense (including reasonable attorneys' fees)
which they may incur by reason of the failure of the Purchaser to fulfill any of
the terms or conditions of this Agreement, or by reason of any inaccuracy or
omission in the information furnished by the Purchaser herein or any breach of
the representations and warranties made by the Purchaser herein or in any
document provided by the Purchaser to the Corporation.
ARTICLE IV
MISCELLANEOUS
4.01 Miscellaneous.
(a) This Agreement has been duly and validly authorized, executed and
delivered by the Purchaser and constitutes the valid, binding and enforceable
agreement of the Purchaser. If this Agreement is being completed on behalf of an
entity it has been completed and executed by an authorized party.
(b) The Memorandum, this Agreement and any documents referred to herein
constitute the entire agreement between the parties hereto with respect to the
subject matter hereof and together supersede all prior discussions or agreements
in respect hereof.
(c) Within five (5) days after receipt of a written request from the
Corporation, the Purchaser agrees to provide such information, to execute and
deliver such documents and to take, or forbear from taking, such actions or
provide such further assurances as reasonably may be necessary to correct any
errors in documentation or to comply with any and all laws to which the
Corporation is subject or to effect the terms of the Memorandum.
(d) The Corporation shall be notified immediately of any change in any
of the information contained above occurring prior to the Purchaser's purchase
of the Warrants or at any time thereafter for so long as the Purchaser is a
holder of the Warrants.
SUBSCRIPTION AGREEMENT PAGE 4 OF 6 ULTRASTRIP SYSTEMS, INC.
ARTICLE IV
FLORIDA BLUE SKY
5.01 Florida Blue Sky Legend.
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND
INVESTOR PROTECTION ACT (THE "FLORIDA ACT") IN RELIANCE UPON EXEMPTION
PROVISIONS CONTAINED THEREIN. SECTION 517.061 (11) (A) (5) OF THE FLORIDA ACT
PROVIDES THAT ANY PURCHASER OF SECURITIES IN FLORIDA WHICH ARE EXEMPT FROM
REGISTRATION UNDER SECTION 517.061 (11) OF THE FLORIDA ACT MAY WITHDRAW HIS
SUBSCRIPTION AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONIES PAID WITHIN THREE
BUSINESS DAYS AFTER HE TENDERS CONSIDERATION FOR SUCH SECURITIES. THEREFORE, ANY
FLORIDA RESIDENT WHO PURCHASES SECURITIES IS ENTITLED TO EXERCISE THE FOREGOING
STATUTORY RESCISSION RIGHT WITHIN THREE BUSINESS DAYS AFTER TENDERING
CONSIDERATION FOR SECURITIES BY TELEPHONE, TELEGRAM OR LETTER NOTICE TO THE
CORPORATION. ANY TELEGRAM OR LETTER SHOULD BE SENT OR POSTMARKED PRIOR TO THE
END OF THE THIRD BUSINESS DAY. A LETTER SHOULD BE MAILED BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO ENSURE ITS RECEIPT AND TO EVIDENCE THE TIME OF
MAILING. ANY ORAL REQUESTS SHOULD BE CONFIRMED IN WRITING.
IN WITNESS WHEREOF, THE PARTIES EXECUTED THIS AGREEMENT THIS ____________ DAY OF
_______________________________, 2004.
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(Signature of subscriber)
PRINT NAME: _________________________________________________________
CORPORATE NAME (IF APPLICABLE): ______________________________________
TITLE OF SIGNER (IF APPLICABLE): _____________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.: ______________________
RESIDENCE OR BUSINESS ADDRESS: _______________________________________
Street
_______________________________________
City State Zip
MAILING ADDRESS: _______________________________________
(If different from business Street
address)
_______________________________________
City State Zip
SUBSCRIPTION AGREEMENT PAGE 5 OF 6 ULTRASTRIP SYSTEMS, INC.
STATE OF NEW YORK, COUNTY OF NEW YORK, SS.:
I CERTIFY that on ________________________, 2004
Xxxxxx Xxxxxx personally came before me and acknowledged under oath, to
my satisfaction, that this person (or if more than one, each person):
(a) is named in and personally signed this document; and
(b) signed, sealed and delivered this document as his or her act and
deed.
Notary Public of the State of New York
The foregoing instrument was sworn to, subscribed and acknowledged
before me this ___th day of ______, 2004, by ____________________,
who (___) is personally known to me or (___) who has produced a
________________________ driver's license as identification.
NOTARY PUBLIC
By:_________________________________
Print Name: ________________________
ULTRASTRIP SYSTEMS, INC.
By:________________________________
Print Name:________________________
Title:_____________________________
Date:________________________, 2004
SUBSCRIPTION AGREEMENT PAGE 6 OF 6 ULTRASTRIP SYSTEMS, INC.
