SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 6, 2006, among China Security and Surveillance Technology, Inc., a British Virgin Islands corporation (together with all successors, including upon the effective time of the Merger, described below, the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors,” each of which shall include subsequent holders of Shares (as defined below)).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 6, 2006, by and among China Security and Surveillance Technology, Inc., a British Virgin Islands corporation (together with all successors, including upon the effective time of the Merger, the “Company”), and the investors signatory hereto (each, an “Investor” and collectively, the “Investors,” each of which shall include subsequent holders of Shares).
ESCROW AGREEMENTEscrow Agreement • July 6th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services • New York
This Escrow Agreement (the “Agreement”), entered into as of this 6th day of July, 2006, is by and among CHINA SECURITY & SURVEILLANCE TECHNOLOGY, INC., a British Virgin Islands corporation (the “Company”), each of the Investors of ordinary shares of the Company (the “Shares”) identified below (collectively, the “Investors”) and THELEN REID & PRIEST LLP (hereinafter referred to as “Escrow Agent”). All capitalized terms used but not defined herein shall have the meanings assigned them in the Securities Purchase Agreement (as hereinafter defined).
ContractChina Security • July 6th, 2006 • China Security & Surveillance Technology, Inc. • Services-management services
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
