Exhibit 10.18
EXHIBIT F
FORM OF LOCK-UP AGREEMENT
[DATE]
[List of Purchasers]
Re: Securities Purchase Agreement dated June 13, 2005 (the "PURCHASE
AGREEMENT") by and among, Secured Services, Inc., a Delaware
corporation (the "COMPANY") and the purchasers signatory thereto
(each, a "PURCHASER" and collectively referred to as the
"PURCHASERS")
Ladies and Gentlemen:
Defined terms not otherwise defined herein (the "LETTER AGREEMENT") shall
have the meanings set forth in the Purchase Agreement.
Pursuant to Section 2.2(a)(vi) of the Purchase Agreement and in
satisfaction of a condition of the Purchasers' obligations under the Purchase
Agreement, the undersigned irrevocably agrees with the Purchasers that, (i) from
the date of the Purchase Agreement until the one year anniversary of the
Effective Date (the "RESTRICTION PERIOD"), the undersigned shall not sell not
convert or exchange any of the Series B Preferred Stock beneficially owned by,
or issuable to, the undersigned into Common Stock (the "SECURITIES") and (ii)
for the period wherein 33% of the Debentures, issued pursuant to the Securities
Purchase Agreement, dated as of June 13, 2005, between the Company and the
purchasers signatory thereto (the "DEBENTURE PURCHASE AGREEMENT" and, such
purchasers, the "DEBENTURE PURCHASERS"), are held by such Debenture Purchasers,
the undersigned may not sell, convert or exchange more than 49% of the
Securities; PROVIDED, however, subsection (i) herein shall not apply if (x) the
VWAP for each of any 20 consecutive Trading Days (the "THRESHOLD PERIOD"), which
20 consecutive Trading Day period shall have commenced only after the Effective
Date, exceeds the initial Conversion Price by 300% and (y) the average daily
volume of the Common Stock for any Threshold Period, which Threshold Period
shall have commenced only after the Effective Date, exceeds 100,000 shares of
Common Stock per Trading Day; PROVIDED, FURTHER, subsections (i) and (ii) herein
shall not apply if the Debenture Purchasers hold less than 33% of the
Debentures.
The restrictions set forth in this Letter Agreement shall terminate upon
the earliest to occur of, and shall not apply to, the following: (a) the
acquisition of the Company by another entity by means of any transaction or
series of related transactions to which the Company is party (including, without
limitation, any stock acquisition, reorganization, merger or consolidation but
excluding any sale of stock for capital raising purposes) other than a
transaction or series of
transactions in which the holders of the voting securities of the Company
outstanding immediately prior to such transaction continue to retain (either by
such voting securities remaining outstanding or by such voting securities being
converted into voting securities of the surviving entity), as a result of shares
in the Company held by such holders prior to such transaction, at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately after such
transaction or series of transactions; (b) a sale, lease or other conveyance of
all or substantially all of the assets of the Company; or (c) any liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary.
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The Company hereby agrees to notify its transfer agent of the provisions
of this Letter Agreement. The undersigned acknowledges and agrees that the
Company will be permitted to require that the Company's transfer agent place a
stop transfer instruction on all Securities beneficially owned by the
undersigned, reflecting this Letter Agreement, until the end of the Restriction
Period. This Letter Agreement shall be binding on successors and assigns of the
undersigned with respect to the Securities and any such successor or assign
shall enter into a similar agreement for the benefit of the Purchasers.
Very truly yours,
By:_____________________________________
Name:
Title:
Approved:
SECURED SERVICES, INC.
By:_____________________________________
Name:
Title:
