Exhibit 10.8
SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (this "AGREEMENT") is made as of this ____ day
of __________, 2007, by and among Alpha Security Group Corporation, a Delaware
corporation (the "COMPANY"), having its principal place of business at ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and the individuals listed on the
signature page hereto under the heading "Subscriber" (each a "SUBSCRIBER" and,
collectively, the "SUBSCRIBERS").
WHEREAS, the Company desires to sell and the Subscribers desire to purchase
an aggregate of 3,200,000 warrants (the "WARRANTS") of the Company for a
purchase price of $1.00 per Warrant (i.e., an aggregate purchase price of
$3,200,000). Each Warrant is exercisable to purchase one share of Common Stock
at an exercise price of $7.50 per share during the period commencing on the
later of: (i) the completion of a Business Combination (as defined below) and
(ii) one year from the date of the Prospectus (as defined below) and expiring on
the fourth anniversary of the date of the Prospectus; and
WHEREAS, each Subscriber is entitled to registration rights with respect to
the shares of common stock, par value $.0001 per share, of the Company (the
"COMMON STOCK") issuable upon exercise of the Warrants (the "WARRANT SHARES"
and, collectively with the Warrants, the "SECURITIES"), any other securities of
the Company issued as a dividend or other distribution with respect to or in
exchange for or in replacement of such Warrant Shares, and such number of shares
that may be used to prevent dilution resulting from stock splits, stock
dividends or similar transactions (collectively, the "REGISTRABLE SECURITIES")
on the terms set forth in this Agreement; and
WHEREAS, the offer and sale (the "OFFERING") of the Warrants is being made
in reliance upon the provisions of Section 4(2) of the Securities Act of 1933,
as amended (the "SECURITIES ACT") and/or Regulation D ("REGULATION D")
promulgated by the Securities and Exchange Commission (the "SEC") thereunder.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the Company and the Subscribers do hereby agree as
follows:
1. Agreement to Subscribe.
1.1. Purchase and Issuance of the Warrants. Each Subscriber is hereby
subscribing for the number of Warrants indicated on the signature page hereto by
the caption, "Number of Warrants Being Subscribed" (the "SUBSCRIBER'S
WARRANTS"), which Subscriber Warrants will be issued to the Subscriber, or his
affiliates or designees. The aggregate purchase price for such Subscriber's
Warrants (the "PURCHASE PRICE") is indicated on the signature page hereto by the
caption, "Purchase Price."
1.2. Delivery of the Purchase Price. Upon execution of this Agreement, the
undersigned is hereby bound to fulfill its obligations hereunder and hereby
irrevocably commits to deliver to the Company on the date of Closing (as
hereinafter defined) the Purchase Price by bank check, wire transfer or such
other form of payment as shall be acceptable to the Company,
in its sole and absolute discretion, at the Closing. Any such check delivered to
the Company shall be made payable to the order of "Alpha Security Group
Corporation."
1.3. Closing. The closing of the Offering (the "CLOSING"), shall take place
at the offices of the Company, on __________ [AT LEAST TWO DAYS BEFORE
EFFECTIVENESS OF REGISTRATION STATEMENT].
2. Representations and Warranties of the Subscribers.
Each Subscriber, for itself, represents and warrants to the Company that:
2.1. No Government Recommendation or Approval. The Subscriber understands
that no United States federal or state agency or similar agency of any other
country, has passed upon or made any recommendation or endorsement of the
Company or the Offering of the Securities.
2.2. Intent. The Subscriber is purchasing the Warrants solely for
investment purposes, for the Subscriber's own account, and not with a view
towards the public sale or distribution thereof within the meaning of the
Securities Act. The Subscriber has no present arrangement to make any
distribution of the Securities to or through any person or entity, within the
meaning of the Securities Act. The Subscriber understands that the Securities
must be held indefinitely unless such Securities are subsequently registered
under the Securities Act or an exemption from the registration requirements of
the Securities Act is available.
2.3. Restrictions on Transfer. The Subscriber understands that the Warrants
are being offered in a transaction not involving a public offering within the
meaning of the Securities Act. The Securities have not been registered under the
Securities Act, and, if in the future the Subscriber decides to offer, resell,
pledge or otherwise transfer the Securities, such Securities may be offered,
resold, pledged or otherwise transferred only (A) pursuant to an effective
registration statement filed under the Securities Act, (B) pursuant to an
exemption from registration under Rule 144 promulgated under the Securities Act,
if available, or (C) pursuant to any other exemption from the registration
requirements of the Securities Act, and in each case in accordance with any
applicable securities laws of any state or any other jurisdiction. The
Subscriber agrees that if any transfer of its Securities or any interest therein
is proposed to be made, as a condition precedent to any such transfer, the
Subscriber may be required to deliver to the Company an opinion of counsel
satisfactory to the Company. Absent registration or another exemption from
registration, the Subscriber agrees that it will not resell the Securities.
2.4. Sophisticated Investor.
(i) The Subscriber is sophisticated in financial matters and is able
to evaluate the risks and benefits of the investment in the Securities.
(ii) The Subscriber is able to bear the economic risk of his
investment in the Securities for an indefinite period of time because none of
the Securities have been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an
exemption from such registration is available.
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2.5. Accredited Investor. The Subscriber is an "accredited investor" as
that term is defined in Rule 501 of Regulation D promulgated under the
Securities Act.
2.6. Independent Investigation. The Subscriber, in making the decision to
purchase the Warrants, has relied upon an independent investigation of the
Company and has not relied upon any information or representations made by any
third parties or upon any oral or written representations or assurances from the
Company, its officers, directors or employees or any other representatives or
agents of the Company, other than as set forth in this Agreement. The Subscriber
is familiar with the business, operations and financial condition of the Company
and has had an opportunity to ask questions of, and receive answers from, the
Company's officers and directors concerning the Company and the terms and
conditions of the offering of the Warrants and has had full access to such other
information concerning the Company as the Subscriber has requested.
2.7. Authority. This Agreement has been validly authorized, executed and
delivered by the Subscriber and is a valid and binding agreement enforceable in
accordance with its terms, subject to the general principles of equity and to
bankruptcy or other laws affecting the enforcement of creditors' rights
generally. The execution, delivery and performance of this Agreement by the
Subscriber does not and will not conflict with, violate or cause a breach of any
agreement, contract or instrument to which the Subscriber is a party.
2.8. No Advice from Company. The Subscriber acknowledges that he, she or it
has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the
parties hereto with the Subscriber's own legal counsel and investment and tax
advisors. Except for any statements or representations of the Company made in
this Agreement and the other agreements entered into between the parties hereto,
the Subscriber is relying solely on such counsel and advisors and not on any
statements or representations of the Company or any of its representatives or
agents for legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any
jurisdiction.
2.9. Reliance on Representations and Warranties. The Subscriber understands
that the Warrants are being offered and sold to the Subscriber in reliance on
specific provisions of United States federal and state securities laws and that
the Company is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the Subscriber set
forth in this Agreement in order to determine the applicability of such
provisions.
2.10. No Advertisements. The undersigned is not subscribing for the
Warrants as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine, or similar media or
broadcast over television or radio, or presented at any seminar or meeting.
2.11. Legend. The Subscriber acknowledges and agrees that the Warrants, and
when issued, the Warrant Shares, shall bear a restrictive legend (the "LEGEND"),
in the form and
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substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge
or transfer of the securities, except (i) pursuant to an effective registration
statement filed under the Securities Act, (ii) in accordance with the applicable
provisions Section 4(2) of the Securities Act or of Regulation D promulgated
under the Securities Act, (iii) pursuant to an exemption from registration
provided by Rule 144 promulgated under the Securities Act (if available), and
(iv) pursuant to any other exemption from the registration requirements of the
Securities Act.
2.12. Use of Own Funds. The Subscriber will pay the Purchase Price for the
Subscriber's Warrants out of Subscriber's own funds and will not receive,
directly or indirectly, any cash or other consideration from any other party to
purchase the Subscriber's Warrants. Such funds will not be borrowed from any
third party.
3. Representations and Warranties of the Company.
The Company represents and warrants to each Subscriber that:
3.1. Valid Issuance of Capital Stock. The total number of shares of all
classes of capital stock which the Company has authority to issue is 30,000,000
shares of Common Stock and 1,000,000 shares of preferred stock, par value $.0001
per share (the "PREFERRED STOCK"). As of the date hereof, the Company has
1,580,000 shares of Common Stock and no shares of Preferred Stock issued and
outstanding. All of the issued shares of capital stock of the Company have been
duly authorized, validly issued, and are fully paid and non-assessable.
3.2. Organization and Qualification. The Company is a corporation duly
incorporated, validly existing and in good standing under the laws of the state
of Delaware and has the requisite corporate power to own its properties and
assets and to carry on its business as now being conducted.
3.3. Authorization; Enforcement. (i) The Company has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement and to issue the Securities in accordance with the terms hereof,
(ii) the execution, delivery and performance of this Agreement by the Company
and the consummation by it of the transactions contemplated hereby have been
duly authorized by all necessary corporate action, and no further consent or
authorization of the Company or its Board of Directors or stockholders is
required, and (iii) this Agreement constitutes a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization, or similar laws relating to,
or affecting generally the enforcement of, creditors' rights and remedies or by
equitable principles of general application and except as enforcement of rights
to indemnity and contribution may be limited by federal and state laws or
principles of public policy.
3.4. No Conflicts. To the knowledge of the Company, the execution, delivery
and performance of this Agreement and the consummation by the Company of the
transactions contemplated hereby do not materially (i) result in a violation of
the Company's Certificate of Incorporation or By-Laws or (ii) conflict with, or
constitute a default under any agreement, indenture or instrument to which the
Company is a party. Other than any SEC or state securities
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filings, which may be required to be made by the Company subsequent to the
Closing, and any registration statement, which may be filed pursuant thereto,
the Company is not required under federal, state or local law, rule or
regulation to obtain any consent, authorization or order of, or make any filing
or registration with, any court or governmental agency or self-regulatory entity
in order for it to perform any of its obligations under this Agreement or issue
the Common Stock in accordance with the terms hereof.
4. Legends; Denominations.
4.1. Legend. The Company will issue the Warrants, and when issued, the
Warrant Shares, purchased by the Subscriber in the name of the Subscriber and in
such denominations to be specified by the Subscriber prior to the Closing. The
Warrants and Warrant Shares will bear the following Legend and appropriate "stop
transfer" instructions:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS
AVAILABLE."
4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any
way the Subscriber's obligations and agreement to comply with all applicable
securities laws upon resale of the Warrants and Warrant Shares.
4.3. Company's Refusal to Register Transfer of Warrants. The Company shall
refuse to register any transfer of the Warrants and the Warrant Shares, not
made: (i) pursuant to an effective registration statement filed under the
Securities Act or (ii) pursuant to an available exemption from the registration
requirements of the Securities Act.
5. Registration Rights.
5.1. Demand Registration. At any time and from time to time on or after the
date on which the Company has publicly announced that it has entered into a
letter of intent or made a comparable announcement with respect to a Business
Combination, the Subscribers or their respective transferee(s) holding 75% of
the Registrable Securities held by all Subscribers may make a written demand for
registration under the Securities Act of all or part of their Registrable
Securities (a "DEMAND REGISTRATION"). Any demand for a Demand Registration shall
specify the number of Registrable Securities proposed to be sold and the
intended method(s) of distribution thereof. The Company will notify all holders
of Registrable Securities of the demand, and each holder of Registrable
Securities who wishes to include all or a portion of such holder's Registrable
Securities in the Demand Registration (each such holder including shares of
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Registrable Securities in such registration, a "DEMANDING HOLDER") shall so
notify the Company within fifteen (15) days after the receipt by the holder of
the notice from the Company. Upon any such request, the Demanding Holders shall
be entitled to have their Registrable Securities included in the Demand
Registration.
The Company shall, as expeditiously as possible, and in any event within
sixty (60) days after receipt of a request for a Demand, prepare and file with
the SEC a registration statement on any form for which the Company then
qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of all Registrable Securities to be registered
thereunder in accordance with the intended method(s) of distribution thereof,
and shall use its best efforts to cause such Registration Statement to become
effective as promptly as practicable, but in no event prior to the consummation
of the Business Combination.
The Company shall not be obligated to effect more than two Demand
Registrations in respect of Registrable Securities.
5.2. "Piggyback" Registration Rights. Subject to the last sentence of this
Section 5.2, at any time after a Business Combination, if the Company shall
determine to proceed with the actual preparation and filing of a new
registration statement under the Securities Act in connection with the proposed
offer and sale of any of its securities by it or any of its security holders
(other than a registration statement on Form ▇-▇, ▇-▇ or other limited purpose
form), the Company will give written notice of its determination to the
Subscriber or its nominee(s). Upon the written request from a Subscriber, within
15 days after receipt of any such notice from the Company, the Company will,
except as herein provided, cause all of the Registrable Securities covered by
such request (the "REQUESTED STOCK") held by such Subscriber making such request
(the "REQUESTING HOLDERS") to be included in such registration statement (each,
a "PIGGY-BACK REGISTRATION"), all to the extent requisite to permit the sale or
other disposition by the prospective seller or sellers of the Requested Stock;
provided, further, that nothing herein shall prevent the Company from, at any
time, abandoning or delaying any registration. If any registration pursuant to
this Section 5.2 shall be underwritten in whole or in part, the Company may
require that the Requested Stock be included in the underwriting on the same
terms and conditions as the securities otherwise being sold through the
underwriters. In such event, the Requesting Holders shall, if requested by the
underwriters, execute an underwriting agreement containing customary
representations and warranties by selling stockholders and a lock-up on
Registrable Securities not being sold. If in the good faith judgment of the
managing underwriter of such public offering the inclusion of all of the
Requested Stock would reduce the number of shares to be offered by the Company
or interfere with the successful marketing of the shares of stock offered by the
Company, the number of shares of Requested Stock otherwise to be included in the
underwritten public offering may be reduced pro rata (by number of shares) among
the Requesting Holders and all other holders of registration rights who have
requested inclusion of their securities or excluded in their entirety if so
required by the underwriter. To the extent only a portion of the Requested Stock
is included in the underwritten public offering, those shares of Requested Stock
which are thus excluded from the underwritten public offering and any other
securities of the Company held by such holders shall be withheld from the market
by the Holders thereof for a period, not to exceed 90 days, which the managing
underwriter reasonably determines is necessary in order to effect the
underwritten public offering. At such
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time as the provisions of the registration rights agreement filed as an exhibit
to the Registration Statement covering the shares of Common Stock acquired by
the Subscribers prior to this Offering may be exercised, the exercise and
procedural provisions of such agreement, rather than the provisions of Sections
5.2, 5.3 and 5.4 hereof, shall govern the Registrable Securities with respect to
Piggy-Back Registration.
5.3. Registration Procedures. To the extent required by Sections 5.1 or
5.2, the Company will:
(a) prepare and file with the SEC a registration statement with
respect to such securities, and use its best efforts to cause such registration
statement to become and remain effective until the earlier of the date on which
all of the Registrable Securities included in the registration statement have
been disposed of in accordance with the intended method(s) of distribution set
forth in such Registration Statement or three years from the effective date;
(b) prepare and file with the SEC such amendments to such registration
statement and supplements to the prospectus contained therein as may be
necessary to keep such registration statement effective until the earlier of the
date on which all of the Registrable Securities included in the registration
statement have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement or three years from the
effective date;
(c) furnish to the holders participating in such registration and to
the underwriters of the securities being registered such reasonable number of
copies of the registration statement, preliminary prospectus, final prospectus
and such other documents as such underwriters may reasonably request in order to
facilitate the public offering of such securities;
(d) use its best efforts to register or qualify the securities covered
by such registration statement under such state securities or blue sky laws of
such jurisdictions as the holders may reasonably request in writing within 20
days following the original filing of such registration statement, except that
the Company shall not for any purpose be required to execute a general consent
to service of process or to qualify to do business as a foreign corporation in
any jurisdiction wherein it is not so qualified;
(e) notify the holders, promptly after it shall receive notice
thereof, of the time when such registration statement has become effective or a
supplement to any prospectus forming a part of such registration statement has
been filed;
(f) notify the holders promptly of any request by the SEC for the
amending or supplementing of such registration statement or prospectus or for
additional information;
(g) prepare and promptly file with the SEC and promptly notify such
holders of the filing of such amendment or supplement to such registration
statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is
required to be delivered under the Securities Act, any event shall have occurred
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as the result of which any such prospectus or any other prospectus as then in
effect would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading; and
(h) advise the holders, promptly after it shall receive notice or
obtain knowledge thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such
stop order should be issued.
The Subscribers shall cooperate with the Company in providing the
information necessary to effect the registration of the Registrable Securities,
including completion of customary questionnaires.
5.4. Expenses. The Company shall bear all costs and expenses incurred in
connection with any Demand Registration pursuant to Section 5.1, any Piggy-Back
Registration pursuant to Section 5.2, and all expenses incurred in performing or
complying with its other obligations under this Agreement, whether or not the
Registration Statement becomes effective, including, without limitation: (i) all
registration and filing fees; (ii) fees and expenses of compliance with
securities or "blue sky" laws (including fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities); (iii)
printing expenses; (iv) the Company's internal expenses (including, without
limitation, all salaries and expenses of its officers and employees); (v) the
fees and expenses incurred in connection with the exchange listing of the
Registrable Securities; (vi) National Association of Securities Dealers, Inc.
fees; (vii) fees and disbursements of counsel for the Company and fees and
expenses for independent certified public accountants retained by the Company
(including the expenses or costs associated with the delivery of any opinions or
comfort letters); (viii) the fees and expenses of any special experts retained
by the Company in connection with such registration and (ix) the fees and
expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such registration. The Company shall
have no obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof,
which underwriting discounts or selling commissions shall be borne by such
holders. Additionally, in an underwritten offering, all selling shareholders and
the Company shall bear the expenses of the underwriter
6. Rescission Right, Waiver and Indemnification. The Subscriber understands
and acknowledges that an exemption from the registration requirements of the
Securities Act requires that there be no general solicitation of purchasers of
the Warrants. In this regard, if the offering of the units of shares of Common
Stock and warrants in the Company's initial public offering were deemed to be a
general solicitation with respect to the Warrants, the offer and sale of such
Warrants may not be exempt from registration and, if not, the Subscriber may
have a right to rescind his purchase of the Warrants. In order to facilitate the
completion of the Offering and in order to protect the Company, its stockholders
and the Trust Account from claims that may adversely affect the Company or the
interests of its stockholders, the Subscriber hereby agrees to waive, to the
maximum extent permitted by applicable law, any claims, right to ▇▇▇ or rights
in
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law or arbitration, as the case may be, to seek rescission of its purchase of
the Warrants. The Subscriber acknowledges and agrees that this waiver is being
made in order to induce the Company to sell the Warrants to the Subscriber. The
Subscriber agrees that the foregoing waiver of rescission rights shall apply to
any and all known or unknown actions, causes of action, suits, claims, or
proceedings (collectively, the "CLAIMS") and related losses, costs, penalties,
fees, liabilities and damages, whether compensatory, consequential or exemplary,
and expenses in connection therewith, including reasonable attorneys' and expert
witness fees and disbursements and all other expenses reasonably incurred in
investigating, preparing or defending against any Claims, whether pending or
threatened against the Company or the Trust Account, in connection with any
present or future actual or asserted right to rescind the purchase of the
Warrants hereunder or relating to the purchase of the Warrants and the
transactions contemplated hereby.
7. Lock-Up. Each Subscriber, and his designees, shall not sell, assign,
hypothecate, or transfer any of the Warrants or Warrant Shares until the earlier
of the consummation of a Business Combination (as hereinafter defined) or
liquidation of the Company, provided however, that no such sale, assignment,
hypothecation or transfer may be effected unless, in each case, it is made in
accordance with transfer restrictions set forth in the Securities Act and the
regulations promulgated thereunder, and further provided that the Subscriber
shall have the right to sell, assign, hypothecate or transfer any of the
Warrants or Warrant Shares to an entity greater than 50% of which is
beneficially owned by and controlled by the Subscriber. As used herein, a
"BUSINESS COMBINATION" shall mean an acquisition by merger, capital stock
exchange, asset or stock acquisition, or other similar business combination with
one or more businesses with agreements to acquire an operating business in the
U.S. homeland security or defense industries or a combination thereof selected
by the Company
8. Waiver of Liquidation Distributions. In connection with the Warrants
purchased pursuant to this Agreement, the Subscribers hereby waive any and all
right, title, interest or claim of any kind in or to any liquidating
distributions by the Company in the event of a liquidation of the Company upon
the Company's failure to timely complete a Business Combination. For purposes of
clarity, in the event the Subscribers purchase shares of Common Stock in the IPO
or in the aftermarket such shares shall be eligible to receive any liquidating
distributions by the Company.
9. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York. The parties hereby agree that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and
enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submit to such
jurisdiction, which jurisdiction shall be exclusive. The parties hereby waive
any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any such process or summons to be served upon the parties
may be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set
forth in Section 11.1 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the parties in any action, proceeding or claim.
THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY
LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
10. Assignment; Entire Agreement; Amendment.
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10.1. Assignment. Neither this Agreement nor any rights hereunder may be
assigned by any party to any other person other than by Subscriber to a person
agreeing to be bound by the terms hereof.
10.2. Entire Agreement. This Subscription Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.
10.3. Amendment. Except as expressly provided in this Agreement, neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge, or termination is sought.
10.4. Binding Upon Successors. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns.
11. Notices; Indemnity.
11.1. Notices. Unless otherwise provided herein, any notice or other
communication to a party hereunder shall be sufficiently given if in writing and
personally delivered or sent by facsimile with copy sent in another manner
herein provided or sent by courier (which for all purposes of this Agreement
shall include Federal Express or other recognized overnight courier) or mailed
to said party by certified mail, return receipt requested, at its address
provided for herein or such other address as either may designate for itself in
such notice to the other and communications shall be deemed to have been
received when delivered personally, on the scheduled arrival date when sent by
next day or 2-day courier service, or if sent by facsimile upon receipt of
confirmation of transmittal or, if sent by mail, then three days after deposit
in the mail.
11.2. Indemnification. Each party shall indemnify the other against any
loss, cost or damages (including reasonable attorney's fees and expenses)
incurred as a result of such party's breach of any representation, warranty,
covenant or agreement in this Agreement.
12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument.
13. Survival; Severability
13.1. Survival. The representations, warranties, covenants and agreements
of the parties hereto shall survive the Closing.
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13.2. Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
14. Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.
[Signature Pages Follows]
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SIGNATURE PAGE
Name of the Subscriber: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Number of Warrants Being Subscribed: 500,000
Aggregate Purchase Price: $500,000
Date of Subscription: __________________, 2007
Place of Residency and/or Principal Place of Business:
________________________________________
________________________________________
________________________________________
Social Security Number: ________________
Telephone: _____________________________
Fax: ___________________________________
SUBSCRIBER:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
This subscription is accepted by the Company on the ____ day of _________, 2007.
ALPHA SECURITY GROUP CORPORATION
By:
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Name:
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Title:
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SIGNATURE PAGE
Name of the Subscriber: ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Number of Warrants Being Subscribed: 2,700,000
Aggregate Purchase Price: $2,700,000
Date of Subscription: ___________________, 2007
Place of Residency and/or Principal Place of Business:
_________________________________________
_________________________________________
_________________________________________
Social Security Number: _________________
Telephone: ______________________________
Fax: ____________________________________
SUBSCRIBER:
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This subscription is accepted by the Company on the ______ day of ________,
2007.
ALPHA SECURITY GROUP CORPORATION
By:
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Name:
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Title:
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