Exhibit 10.1
THE SHARES OFFERED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN
RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH
LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING
MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
SUBSCRIPTION AGREEMENT – EXCHANGE OFFER
AGREEMENT
SecureCare Technologies,
Inc.
1617 W. 6
th Street
Suite C
Austin, Texas 78703
Attention: Neil Burley, Chief
Financial Officer
Re:
Exchange of Notes for Common Stock
Gentlemen:
Effective
September 1, 2009, SecureCARE Technologies, Inc., a Nevada
corporation (hereinafter referred to as “SCUC” or the
“Company”) is offering (the “Offering”) up
to an aggregate of Three Hundred Twelve Thousand Five Hundred
(312,500) shares in an offer to a related party note holder (the
“Holder”) to convert $25,000 in principal amount
outstanding of a $75,000, 6% unsecured promissory note, issued in
June 2008, for the Company’s Common Stock for each $0.08 of
Note surrendered by the Holder (the “Exchange Offer”).
The Exchange Offer will expire at 5:00 PM on September 21, 2009,
Austin, Texas time (the “Expiration Date”). The Company
will concurrently offer an aggregate of up to 1,250,000 shares of
its Common Stock to investors on a best effort basis at a price of
$0.08 per share through September 21, 2009; thereafter the price of
the shares will be $0.10 per share, par value $.001 per share (the
“Shares”).
1.
Exchange. Subject to the
terms and conditions of this Subscription Agreement-Exchange Offer
Agreement, the undersigned hereby tenders this subscription and
exchange and a Note in the principal amount set forth at the foot
of this agreement to shares of Common Stock at $0.08 per share.
Upon the acceptance of this agreement by the Company, the Note
shall be of no further force and effect and the Holder shall only
be entitled to receive the shares of Common Stock. Acceptance shall
take place within thirty (30) business days after receipt of the
signed Subscription Agreement and Note. The sale hereby is not
conditioned upon receipt of a minimal amount of Notes being
exchanged prior to the Expiration Date.
2.
Acknowledgments. The
undersigned acknowledges that the undersigned has had the
opportunity to review the following documents and has made such
review as the undersigned has deemed appropriate:
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All
documents filed by the Company with the Securities and Exchange
Commission of the United States of America and is particularly
aware of the Company’s current cash needs, the risk factors
set forth in its Form 10-KSB for the year ended December 31, 2008,
the Company’s history of bankruptcy and that an investment in
the Company is an extremely high risk investment. The undersigned
further acknowledges that unless the Company sells a majority of
the Notes, its chances for success will be further reduced to a
significant extent. The undersigned is aware that the Company has
previously raised funds from investors believing that it would not
require further private investment to become a viable operating
company and has been mistaken in this belief.
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3.
Investment Representations.
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(a)
Investment Intent. The undersigned represents that the
undersigned is acquiring the Shares pursuant to the Offer for
investment only and not with a view to, or for sale in connection
with, any distribution thereof nor with any present intention to
sell such Shares, except in compliance with the Act. The Company
has no obligation to register the Shares under the Act and does not
intend to do so. For several years there has been an extremely
limited trading market for the Shares and no active market may ever
develop. The certificates for the Shares will bear the following
legend or a legend similar thereto:
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The securities represented by
this certificate have not been registered under the Securities Act
of 1933, as amended, and may not be sold, transferred, pledged,
hypothecated, or otherwise disposed of in the absence of (i) an
effective registration statement for such securities under such act
or (ii) an opinion of company counsel that such registration is not
required.
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(b)
Transfer Limited . Th
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