EXHIBIT 10.1
THE
SECURITIES
OFFERED HEREBY HAVE NOT BEEN
REGISTERED
UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES
ACT"),
OR ANY OTHER STATE
SECURITIES LAWS AND ARE SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND
MAY NOT BE
PLEDGED,
TRANSFERRED
OR
RESOLD
EXCEPT
AS
PERMITTED
UNDER
THE
SECURITIES ACT AND SUCH LAWS PURSUANT TO A
REGISTRATION
STATEMENT OR EXEMPTION
THEREFROM.
THE
SECURITIES
HAVE
NOT
BEEN
APPROVED
OR
DISAPPROVED
BY
THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES
COMMISSION
OR OTHER REGULATORY AUTHORITY,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR
ENDORSED
THIS
OFFERING OR THE
ACCURACY
OR ADEQUACY OF THE
OFFERING
DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
IT IS INTENDED THAT THE UNITS OFFERED
HEREBY WILL BE MADE AVAILABLE
ONLY TO ACCREDITED INVESTORS, AS DEFINED IN SECTION 2(15) OF THE SECURITIES ACT,
AND RULE 501 THEREUNDER.
THE UNITS OFFERED HEREBY ARE BEING OFFERED PURSUANT TO
AN
EXEMPTION
FROM THE
REGISTRATION
REQUIREMENTS
OF THE
SECURITIES
ACT AND
APPLICABLE
STATE SECURITIES LAWS. SUCH EXEMPTIONS LIMIT THE NUMBER AND TYPES OF
INVESTORS TO WHICH THE OFFERING WILL BE MADE AND RESTRICT SUBSEQUENT TRANSFER OF
THE UNITS.
SECURITIES PURCHASE AGREEMENT
This
Subscription
Agreement
(this
"Agreement")
is made
between
Datatec
Systems,
Inc.,
a
Delaware
corporation
(the
"Company"),
and
the
undersigned
prospective
purchaser (the "Purchaser") who is subscribing
hereby
for units of the Company's securities (the "Units"), each Unit consisting of two
shares of the Company's
common
stock,
par value $0.001 per share (the "Common
Stock"),
and one
warrant,
in the form of
Exhibit A attached
hereto
(each a
"Warrant"
and
collectively
the
"Warrants"),
to purchase one share of Common
Stock with an exercise price at a premium of 30% to the Stock Purchase Price (as
defined below). The Company desires to offer and sell (the "Offering") 2,000,000
Units (the "Offering
Amount"),
with each Unit having a purchase price per Unit
equal to two times the
Stock
Purchase
Price
(as
hereinafter
defined)
(the
"Offering
Price");
provided,
however,
that the Company and
Fahnestock & Co.
Inc.,
the placement
agent for this Offering
(the
"Placement
Agent") may, by
mutual
agreement,
increase
the
Offering
Amount to an
amount
not to exceed
2,500,000
Units.
For purposes of this Agreement,
"Stock Purchase Price" shall
mean $1.25 ($2.50 purchase price for Units), which has been determined by mutual
agreement of the Company and the Placement
Agent at the closing of the Offering
(the
"Closing").
The shares of Common
Stock,
the
Warrants and the shares of
Common Stock
issuable upon exercise of the Warrants (the "Warrant
Shares") are
sometimes herein collectively referred to as the "Securities."
NOW,
THEREFORE,
in
consideration
of
the
mutual
covenants
and
agreements
contained
in
this
Agreement,
and for
other
good
and
valuable
consideration
the receipt and
adequacy
of which is hereby
acknowledged,
the
Company and the Purchaser agree as follows:
A.
SUBSCRIPTION
(1) The Purchaser, intending to be legally bound, hereby irrevocably
subscribes
for and
agrees to
purchase
Units in the amount
indicated
on the
signature page hereto (the "Subscription
Amount").