SECURED SERVICES, INC.
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT, dated as of ________ __, 2004 (the "Agreement")
is entered into by and between SecureD Services, Inc. (f/k/a Southern Software
Group, 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 up to 2,000,000 units (the "Units"),each of
which consists of three shares of its common stock, par value $0.0001 per share
(the "Common Stock") and one 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
$2.25 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, a purchaser
representative disclosure and/or certificate of corporation,
partnership or other entity, if applicable and two copies of each of
the following: (i) a suitability letter, (ii) an executed copy of the
Warrant Agreement, (iii) an executed copy of the Lock-up/Leak-out
Agreement. 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 Units 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 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.
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.
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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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 on the front and
reverse sides thereof:
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,
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.
Any request for more than one stock certificate or warrant
certificate must be accompanied by a letter signed by the requesting
holder setting forth all relevant facts relating to the request. The
Company will attempt to accommodate any request where it believes the
request is made for valid business or personal reasons so long as in
its sole discretion, the granting of the request will not facilitate a
"public" distribution of unregistered securities of the Company.
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. 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.
(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.
Date: _______ ___, 2004
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Name of Subscriber (Print) Name of Joint Subscriber, If Any
(Print)
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Signature Signature
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Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx (If Different)
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City, State and Zip Code City, State and Zip Code (If
Different)
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Tax I.D. Number or Social Security Tax I.D. Number or Social
Number Security 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.,
A DELAWARE CORPORATION
Date:_____________ By:__________________________________
Name:________________________________
Title:_______________________________
