Unassociated Document


     

    

      EXHIBIT
        10.1

      


      THIS
        PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES
        IN
        AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN)
        PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,
        AS
        AMENDED (THE “1933 ACT”). 

       

      NONE
        OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
        (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
        ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
        OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
        (AS
        DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
        UNDER
        THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933
        ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
        SUBJECT
        TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
        TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
        WITH THE 1933 ACT.

       

      CONFIDENTIAL

       

      PRIVATE
        PLACEMENT SUBSCRIPTION AGREEMENT

      (Offshore
        Subscribers)

      


      
        	
                TO:

              	
                TraceGuard
                  Technologies, Inc. (the “Company”) 

              


      

      330
        Madison Avenue

      New
        York

      NY
        10017

      


      


       

      Purchase
        of Shares and Warrants 

       

      
        	
                1.

              	
                Subscription

              


      

       

      1.1 The
        undersigned, ______ (the “Subscriber”), hereby irrevocably subscribes for and
        agrees to purchase from the Company, on the basis of the representations
        and
        warranties and subject to the terms and conditions set forth in this agreement
        (the “Subscription Agreement”), _____ Units at the price of US$0.15 per Unit
        (the “Subscription Price”), for a total purchase price of US$_____, each “Unit”
consisting of one share of the Company's common stock, par value $0.001 per
        share (a “Share”), and one warrant (a “Warrant”) exercisable for three years
        from the applicable Payment Date (as defined below) to purchase one additional
        Share (a “Warrant Share”) at a price of US$0.80 per Warrant Share, for the
        aggregate purchase price of US$____ (the “Subscription Proceeds”).

       

      1.2 As
        set
        forth in Section 2.1 herein, Subscriber shall pay the Subscription Proceeds
        to
        the Company in two instalments with each instalment equal to 50.0% of the
        Subscription Proceeds. In connection therewith, and within 14 Business Days
        of
        such Payment Date, the Company shall deliver to Subscriber a number of Units
        equal to the aggregate Units purchased hereunder, for each instalment. A
        “Business Day” is any day other than a Saturday, a Sunday, or a day that is a
        holiday on which national banks in the United States are closed for
        business.

       

      1.3 Upon
        acceptance of this Subscription Agreement by the Company, Subscriber
        acknowledges and agrees that Subscriber shall purchase the Units pursuant
        to the
        terms of this Subscription Agreement. Subscriber covenants to make the
        applicable payment on each Payment Date.

       

      
        	
                2.

              	
                Payment

              


      

       

      2.1 The
        Subscriber shall pay the Subscription Proceeds to the Company in equal
        instalments in the following manner: (1) upon acceptance of this Subscription
        Agreement by the Company (the “First Payment Date), the Subscriber shall pay to
        the Company 50.0% of the Subscription Proceeds; and (2) on or before July
        31,
        2008 (the “Second Payment Date”), the Subscriber shall pay to the Company the
        remaining 50.0% of the Subscription Proceeds. The First Payment Date and
        the
        Second Payment Date are each hereinafter referred to as a “Payment
        Date.”

       

      
        
           

        

        
           

          
            

          

        

        
           

        

        -2-


      

      2.2 Upon
        the
        First and Second Payment Date the undersigned agrees to pay each instalment
        of
        the Subscription Proceeds by wire transfer to:

      


      Name:
          TraceGuard
        Technologies Inc.

      Bank:
          ______________________

      Account:          
        ______________________

      SWIFT/ABA:
         ______________________

       

      2.3 The
        Subscriber acknowledges and agrees that this Subscription Agreement, the
        Subscription Proceeds and any other documents delivered in connection herewith
        will be held on behalf of the Company until acceptance or rejection. In the
        event that this Subscription Agreement is rejected by the Company for whatever
        reason, which the Company expressly reserves the right to do within 30 days
        of
        the delivery by the Subscriber of this executed Subscription Agreement, the
        Company shall return this Subscription Agreement, the Subscription Proceeds
        (without interest thereon) and any other documents delivered in connection
        herewith will be returned to the Subscriber at the address of the Subscriber
        as
        set forth in this Subscription Agreement.

       

      
        	
                3.

              	
                Documents
                  Required from Subscriber

              


      

       

      3.1 The
        Subscriber must complete, sign and return to the Company an executed copy
        of
        this Subscription Agreement.

       

      3.2 The
        Subscriber shall complete, sign and return to the Company as soon as possible,
        on request by the Company, any documents, questionnaires, notices and
        undertakings as may be required by regulatory authorities, and applicable
        law.

       

      
        	
                4.

              	
                Closing

              


      

       

      4.1 If
        the
        Subscription Agreement and the Subscription are accepted by the Company,
        the
        closing of each instalment of the offering of the Units (the “Closing”) shall
        occur on each applicable Payment Date. 

       

      
        	
                5.

              	
                Acknowledgements
                  of Subscriber

              


      

       

      5.1 The
        Subscriber acknowledges and agrees that:

       

      
        	 	
                (a)

              	
                none
                  of the Shares, Warrants or Warrant Shares have been registered
                  under the
                  Securities Act of 1933, as amended (“1933 Act”), or under any state
                  securities or “blue sky” laws of any state of the United States, and,
                  unless so registered, may not be sold or transferred except in
                  accordance
                  with the provisions of Regulation S, promulgated under the 1933
                  Act
                  (“Regulation S”), pursuant to an effective registration statement under
                  the 1933 Act, or pursuant to an exemption from, or in a transaction
                  not
                  subject to, the registration requirements of the 1933 Act and in
                  each case
                  in accordance with applicable state and local securities laws;
                  

              


      

       

      
        	 	
                (b)

              	
                the
                  Subscriber acknowledges that the Company has not undertaken, and
                  will have
                  no obligation, to register any of the Shares, Warrants or Warrant
                  Shares
                  under the 1933 Act;

              


      

       

      
        	 	
                (c)

              	
                the
                  decision to execute this Subscription Agreement and acquire the
                  Units
                  hereunder has not been based upon any oral or written representation
                  as to
                  fact or otherwise made by or on behalf of the Company, and such
                  decision
                  is based entirely upon a review of the information filed by the
                  Company
                  with the Unites States Securities and Exchange Commission (the
“SEC
                  Filings”);

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      -3-


      
        	 	
                (d)

              	
                no
                  securities commission or similar regulatory authority has reviewed
                  or
                  passed on the merits of the Units;

              


      

       

      
        	 	
                (e)

              	
                there
                  are risks associated with an investment in the Units, as described
                  in the
                  SEC Filings;

              


      

       

      
        	 	
                (f)

              	
                the
                  Subscriber has not acquired the Units as a result of, and will
                  not itself,
                  directly or indirectly, engage in any “directed selling efforts” (as
                  defined in Regulation S) in the United States in respect of the
                  Units
                  which would include any activities undertaken for the purpose of,
                  or that
                  could reasonably be expected to have the effect of, conditioning
                  the
                  market in the United States for the resale of the Units; provided,
                  however, that the Subscriber may sell or otherwise dispose of the
                  Units
                  pursuant to registration thereof under the 1933 Act, pursuant to
                  Regulation S, or under an exemption from such registration
                  requirements;

              


      

       

      
        	 	
                (g)

              	
                the
                  Subscriber and the Subscriber's advisor(s) have had a reasonable
                  opportunity to ask questions of and receive answers from the Company
                  in
                  connection with the purchase of the Units hereunder, and to obtain
                  additional information, to the extent possessed or obtainable without
                  unreasonable effort or expense, necessary to verify the accuracy
                  of the
                  information about the Company;

              


      

       

      
        	 	
                (h)

              	
                the
                  Subscriber will indemnify and hold harmless the Company and, where
                  applicable, its directors, officers, employees, agents, advisors
                  and
                  shareholders, from and against any and all loss, liability, claim,
                  damage
                  and expense whatsoever (including, but not limited to, any and
                  all fees,
                  costs and expenses whatsoever reasonably incurred in investigating,
                  preparing or defending against any claim, lawsuit, administrative
                  proceeding or investigation whether commenced or threatened) arising
                  out
                  of or based upon any representation or warranty of the Subscriber
                  contained herein or in any document furnished by the Subscriber
                  to the
                  Company in connection herewith being untrue in any material respect
                  or any
                  breach or failure by the Subscriber to comply with any covenant
                  or
                  agreement made by the Subscriber to the Company in connection
                  therewith;

              


      

       

      
        	 	
                (i)

              	
                the
                  Shares are not listed on any stock exchange or automated dealer
                  quotation
                  system (other than the U.S. Over the Counter Bulletin Board (“OTC BB”))
                  and no representation has been made to the Subscriber that any
                  of the
                  Shares will become listed on any stock exchange or automated dealer
                  quotation system (other than OTC
                  BB);

              


      

       

      
        	 	
                (j)

              	
                the
                  Company will refuse to register any transfer of the Units not made
                  in
                  accordance with the provisions of Regulation S, pursuant to an
                  effective
                  registration statement under the 1933 Act or pursuant to an available
                  exemption from the registration requirements of the 1933 Act and
                  in
                  accordance with applicable state and local securities
                  laws;

              


      

       

      
        	 	
                (k)

              	
                the
                  statutory and regulatory basis for the exemption claimed for the
                  offer of
                  the Units, although in technical compliance with Regulation S,
                  would not
                  be available if the offering is part of a plan or scheme to evade
                  the
                  registration provisions of the 1933 Act or any applicable state
                  and
                  provincial securities laws; 

              


      

       

      
        	 	
                (l)

              	
                the
                  Subscriber has been advised by the Company to consult the Subscriber's
                  own
                  legal, tax and other advisors with respect to the merits and risks
                  of an
                  investment in the Units and with respect to applicable resale
                  restrictions, and the Subscriber is solely responsible (and the
                  Company is
                  not in any way responsible) for compliance
                  with:

              


      

       

      
        	 	
                (i)

              	
                any
                  applicable laws of the jurisdiction in which the Subscriber is
                  resident in
                  connection with the distribution of the Units hereunder,
                  and

              


      

       

      
        	 	
                (ii)

              	
                applicable
                  resale restrictions; and

              


      

       

      
        	 	
                (m)

              	
                this
                  Subscription Agreement is not enforceable by the Subscriber unless
                  it has
                  been accepted by the Company.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      -4-


      
        	
                6.

              	
                Representations,
                  Warranties and Covenants of the
                  Subscriber

              


      

       

      6.1 The
        Subscriber hereby represents and warrants to and covenants with the Company
        (which representations, warranties and covenants shall survive the Closing)
        that:

       

      
        	 	
                (a)

              	
                the
                  Subscriber has the legal capacity and competence to enter into
                  and execute
                  this Subscription Agreement and to take all actions required pursuant
                  hereto;

              


      

       

      
        	 	
                (b)

              	
                the
                  entering into of this Subscription Agreement and the transactions
                  contemplated hereby do not result in the violation of any of the
                  terms and
                  provisions of any law applicable to the Subscriber or of any agreement,
                  written or oral, to which the Subscriber may be a party or by which
                  the
                  Subscriber is or may be bound;

              


      

       

      
        	 	
                (c)

              	
                the
                  Subscriber has duly executed and delivered this Subscription Agreement
                  and
                  it constitutes a valid and binding agreement of the Subscriber
                  enforceable
                  against the Subscriber in accordance with its
                  terms;

              


      

       

      
        	 	
                (d)

              	
                the
                  Subscriber is acquiring the Units for such Subscriber's own account
                  and/or
                  benefit for investment and not as a nominee and not with a view
                  to the
                  distribution thereof.

              


      

       

      
        	 	
                (e)

              	
                the
                  Subscriber is not acquiring the Units for the account or benefit
                  of,
                  directly or indirectly, any U.S.
                  Person;

              


      

       

      
        	 	
                (f)

              	
                the
                  Subscriber is not a U.S. Person (as defined in Regulation
                  S);

              


      

       

      
        	 	
                (g)

              	
                the
                  Subscriber is resident in the jurisdiction set out under the heading
“Name
                  and Address of Subscriber” on the signature page of this Subscription
                  Agreement;

              


      

       

      
        	 	
                (h)

              	
                the
                  sale of the Units to the Subscriber as contemplated in this Subscription
                  Agreement complies with or is exempt from the applicable securities
                  legislation of the jurisdiction of residence of the
                  Subscriber;

              


      

       

      
        	 	
                (i)

              	
                the
                  Subscriber is acquiring the Units for investment only and not with
                  a view
                  to resale or distribution and, in particular, it has no intention
                  to
                  distribute either directly or indirectly any of the Units in the
                  United
                  States or to U.S. Persons; 

              


      

       

      
        	 	
                (j)

              	
                the
                  Subscriber is outside the United States at the time of the offer
                  and sale
                  of the Units and when receiving and executing this Subscription
                  Agreement
                  and is acquiring the Units as principal for the Subscriber's own
                  account,
                  for investment purposes only, and not with a view to, or for, resale,
                  distribution or fractionalisation thereof, in whole or in part,
                  and no
                  other person has a direct or indirect beneficial interest in such
                  Units;

              


      

       

      
        	 	
                (k)

              	
                the
                  Subscriber is not an underwriter of, or dealer in, the common shares
                  of
                  the Company, nor is the Subscriber participating, pursuant to a
                  contractual agreement or otherwise, in the distribution of the
                  Units;

              


      

       

      
        	 	
                (l)

              	
                the
                  Subscriber (i) is able to fend for him/her/itself in the purchase
                  of the
                  Units; (ii) has such knowledge and experience in business matters
                  as to be
                  capable of evaluating the merits and risks of its prospective investment
                  in the Units; and (iii) has the ability to bear the economic risks
                  of its
                  prospective investment and can afford the complete loss of such
                  investment;

              


      

       

      
        	 	
                (m)

              	
                the
                  Subscriber is not aware of any public solicitation or advertisement
                  of an
                  offer in connection with any of the Units;
                  and

              


      

       

      
        	 	
                (n)

              	
                no
                  person has made to the Subscriber any written or oral
                  representations:

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      -5-


      
        	 	
                (i)

              	
                that
                  any person will resell or repurchase any of the
                  Units;

              


      

       

      
        	 	
                (ii)

              	
                that
                  any person will refund the purchase price of any of the
                  Units;

              


      

       

      
        	 	
                (iii)

              	
                as
                  to the future price or value of any of the Units;
                  or

              


      

       

      
        	 	
                (iv)

              	
                that
                  any of the Shares will be listed and posted for trading on any
                  stock
                  exchange or automated dealer quotation system or that application
                  has been
                  made to list and post any of the Shares of the Company on any stock
                  exchange or automated dealer quotation system; except that the
                  Company’s
                  common stock is currently approved for trading on OTC
                  BB.

              


      

       

      
        	 	
                (o)

              	
                The
                  Subscriber will not engage in hedging transactions with respect
                  to the
                  Units unless in compliance with the 1933
                  Act.

              


      

       

      
        	
                7.

              	
                Acknowledgement
                  and Waiver

              


      

       

      7.1 The
        Subscriber has acknowledged that the decision to purchase the Units was solely
        made on the basis of information contained in the SEC Filings, which is publicly
        available and filed on EDGAR. The Subscriber hereby waives, to the fullest
        extent permitted by law, any rights of withdrawal, rescission or compensation
        for damages to which the Subscriber might be entitled in connection with
        the
        distribution of the Units.

       

      
        	
                8.

              	
                Legending
                  of Subject Units

              


      

       

      8.1 The
        Subscriber hereby acknowledges that upon the issuance thereof, and until
        such
        time as the same is no longer required under the applicable securities laws
        and
        regulations, the certificates representing any of the Shares, Warrants and
        Warrant Shares will bear a legend in substantially the following
        form:

       

      
        	 	
                “THE
                  SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN AN OFFSHORE
                  TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN
                  REGULATION
                  S PROMULGATED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED
                  (THE
                  “ACT”)) PURSUANT TO REGULATION S. ACCORDINGLY, THE SECURITIES REPRESENTED
                  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE ACT, OR
                  ANY U.S.
                  STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
                  HYPOTHECATED OR OTHERWISE DISPOSED OF (I) EXCEPT IN ACCORDANCE
                  WITH THE
                  PROVISIONS OF REGULATION S, (II) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE ACT OR (III) PURSUANT TO AN EXEMPTION FROM
                  THE ACT
                  WHICH IS CONFIRMED IN AN OPINION OF COMPANY COUNSEL. IN ADDITION,
                  HEDGING
                  TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE
                  MAY
                  NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE
                  ACT.”

              


      

       

      8.2 The
        Subscriber hereby acknowledges and agrees to the Company making a notation
        on
        its records or giving instructions to the registrar and transfer agent of
        the
        Company in order to implement the restrictions on transfer set forth and
        described in this Subscription Agreement. 

       

      
        	
                9.

              	
                Costs

              


      

       

      9.1 The
        Subscriber acknowledges and agrees that all costs and expenses incurred by
        the
        Subscriber (including any fees and disbursements of any special counsel retained
        by the Subscriber) relating to the purchase of the Units shall be borne by
        the
        Subscriber.

       

      
        	
                10.

              	
                Governing
                  Law

              


      

       

      10.1 This
        Subscription Agreement is governed by the laws of the State of Nevada. The
        Subscriber, in its personal or corporate capacity and, if applicable, on
        behalf
        of each beneficial purchaser for whom it is acting, irrevocably consents
        to the
        jurisdiction of the courts of the State of New York to resolve any disputes
        arising hereunder.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

        -6-


      

      
        	
                11.

              	
                Survival

              


      

       

      11.1 This
        Subscription Agreement, including, without limitation, the representations,
        warranties and covenants contained herein, shall survive and continue in
        full
        force and effect and be binding upon the parties hereto notwithstanding the
        completion of the purchase of the Units by the Subscriber pursuant
        hereto.

       

      
        	
                12.

              	
                Assignment

              


      

       

      12.1 This
        Subscription Agreement is not transferable or assignable.

       

      
        	
                13.

              	
                Severability

              


      

       

      13.1 The
        invalidity or unenforceability of any particular provision of this Subscription
        Agreement shall not affect or limit the validity or enforceability of the
        remaining provisions of this Subscription Agreement.

       

      
        	
                14.

              	
                Entire
                  Agreement

              


      

       

      14.1 Except
        as
        expressly provided in this Subscription Agreement and in the agreements,
        instruments and other documents contemplated or provided for herein, this
        Subscription Agreement contains the entire agreement between the parties
        with
        respect to the sale of the Units and there are no other terms, conditions,
        representations or warranties, whether expressed, implied, oral or written,
        by
        statute or common law, by the Company or by anyone else.

       

      
        	
                15.

              	
                Notices

              


      

      


      17.1  All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if mailed or transmitted by any standard form
        of
        telecommunication. Notices to the Subscriber shall be directed to the address
        on
        the signature page of this Subscription Agreement and all notices to the
        Company
        shall be delivered by facsimile to: TraceGuard Technologies, Inc., 330 Madison
        Avenue New York, New York 10017, Attention: David Ben-Yair, Chief Financial
        Officer, facsimile number: 011-972-57-797-5364, with a copy to Moses &
Singer LLP, 405 Lexington Avenue, 12th
        Floor,
        New York, NY 10174, Attention: Allan Grauberd, Esq., facsimile number (917)
        206-4381.

      


       

      
        	
                16.

              	
                Counterparts
                  and Electronic Means

              


      

       

      16.1 This
        Subscription Agreement may be executed in any number of counterparts, each
        of
        which, when so executed and delivered, shall constitute an original and all
        of
        which together shall constitute one instrument. Delivery of an executed copy
        of
        this Subscription Agreement by electronic facsimile transmission or other
        means
        of electronic communication capable of producing a printed copy will be deemed
        to be execution and delivery of this Subscription Agreement as of the date
        hereinafter set forth.

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      -7-


      IN
        WITNESS WHEREOF
        the
        Subscriber has duly executed this Subscription Agreement as of the date of
        acceptance by the Company.

       

      ___________________________________

      (Name
        of
        Subscriber - Please type or print)

       

      ___________________________________

      (Signature
        and, if applicable, Office of the Subscriber)

      
         

        ___________________________________
(Address
        of Subscriber)

      
         

        ___________________________________
(City,
        State or Province, Postal Code of Subscriber)

      
         

        ___________________________________
(Country
        of Subscriber)

       

       

      ACCEPTANCE

       

      The
        above-mentioned Subscription Agreement in respect of the Units is hereby
        accepted by TraceGuard Technologies, Inc.

       

      DATED
        as
        of the __
        day of
        July, 2008.

       

      TRACEGUARD
        TECHNOLOGIES, INC.

      


       

      Per:         __________________________________

      David
        Ben
        Yair, Chief Financial Officer