-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SOR8NxsEV/8BvaX6azN2Tq3NkwLwl16776Ttzn79bwCVJ/A+24X7wLYdMA5BHCkG A2Iy/oBfFWk4Qvb0AGgU/A== 0000912057-00-017570.txt : 20000413 0000912057-00-017570.hdr.sgml : 20000413 ACCESSION NUMBER: 0000912057-00-017570 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000228 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIEW SYSTEMS INC CENTRAL INDEX KEY: 0001075857 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 592928366 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-30178 FILM NUMBER: 599206 BUSINESS ADDRESS: STREET 1: 925 W KENYON STREET STREET 2: SUITE 215 CITY: ENGLEWOOD STATE: CO ZIP: 80110 BUSINESS PHONE: 3032957200 MAIL ADDRESS: STREET 1: 925 W KENYON STREET STREET 2: SUITE 215 CITY: ENGLEWOOD STATE: CA ZIP: 80110 8-K/A 1 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest reported) February 28, 2000 View Systems, Inc. (Exact name of registrant as specified in its chapter) Florida 1-15247 59-2928966 (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 825 West Kenyon Avenue, Suite 15, Englewood, Colorado 21048_ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 903 783 9153 ---------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 6. OTHER EVENTS On February 16, 2000, to Rubin Investment Group, an institutional investment entity, within the meaning of Rule 501(a)(6) promulgated pursuant to the Securities Act of 1933, as amended, in which all equity owners are accredited investors, View Systems, Inc. (the "Company") sold and issued 800,000 shares of the Company's common stock, a warrant to purchase (i) 1,000,000 shares of common stock during the five month period following February 18, 2000, at an exercise price of $2.00 per share, and (ii) 500,000 shares of common stock during the six month period following February 18, 2000, at an exercise price of $2.00 per share, and another warrant to purchase 1,000,000 shares of common stock during the three year period following February 18, 2000, at an exercise price of $2.00 per share. At closing, the Company received $400,000. The shares were issued pursuant to Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended. The securities purchased pursuant to the investment of Rubin Investment Group carry demand and piggyback registration rights, pursuant to the Registration Rights Agreement attached an exhibit. As a result of this investment, the Company has agreed to amend its filed registration statement on Form SB-2, by, among other things, removing the securities it was planning to offer in the registered offering and including the securities purchased by Rubin Investment Group. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS EXHIBITS -------- 4.1 Subscription and Investment Representation Agreement between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000. 4.2 First Common Stock Purchase Warrant between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000. 4.3 Second Common Stock Purchase Warrant between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000. 4.4 Registration Rights Agreement between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000. FORWARD-LOOKING STATEMENTS This Report contains, in addition to historical information, statements by the Company with respect to expectations about its business and future financial results, which are "forward-looking" statements under the Private Securities Litigation Reform Act of 1995. These statements and other statements made elsewhere by the Company or its representatives, which are identified or qualified by words such as "likely", "will," "suggests," "expects," "may," "believe," "could," "should," "would," "anticipates" or "plans," or similar expressions, are based on a number of assumptions that are subject to risks and uncertainties. Actual results could differ materially from those currently anticipated or suggested due to a number of factors, including those set forth herein, those set forth in the Company's Annual Report on Form 10-K and in the Company's other SEC filings, and including, risks relating to the dependence on retaining key personnel and the effect of sales of shares of stock on our share price. All forward-looking statements are based on information available as of the date hereof, and the Company does not assume any obligation to update such forward-looking statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. View Systems, Inc. ------------------------------------------- (Registrant) Date 4-11-2000 /s/ Andrew L. Jiranek, VP & General Counsel - -------------------------------- ------------------------------------------- (Signature)* *Print name and title of the signing officer under his signature. EX-4.1 2 EX 4.1 Exhibit 4.1 Subscription and Investment Representation Agreement between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000 RUBIN INVESTMENT GROUP 4929 WILSHIRE BOULEVARD SUITE 428 LOS ANGELES, CALIFORNIA 90010 310/407-0100 AMOUNT OF INVESTMENT $400,000 VIEW SYSTEMS, INC. (A FLORIDA CORPORATION) SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT ---------------------------------------------------- February 18, 2000 View Systems, Inc. Gentlemen: The undersigned ("Subscriber") subscribes for and agrees to purchase (a) 800,000 shares of Common Stock (the "Common Stock"), (b) a Common Stock Purchase Warrant (the "First Purchase Warrant") for up to 1,500,000 shares of common stock and (c) a Second Common Stock Purchase Warrant (the "Second Purchase Warrant") for up to 1,000,000 shares of Common Stock (the "Interest") in View Systems, Inc. (the "Company"), a corporation organized under the laws of the State of Florida, in the amount indicated above, on the terms and conditions described herein, relating to the offering (the "Offering") of the Interest. In accordance with this subscription agreement, Subscriber agrees as follows: TENDER. Subscriber tenders herewith to the Company cash or a check made payable to the order of "View Systems, Inc." in the amount of $400,000. CLOSING AND CLOSING DATE. The transaction contemplated by this Agreement shall close on or before February 18, 2000. Time is of the essence for all of the transactions contemplated in this Agreement. The consummation of the actions described in this section 2 shall constitute the "Closing" and the date on which the last of such events are consummated shall be deemed the "Closing Date." COVENANTS OF THE COMPANY. ------------------------- SB-2 REGISTRATION STATEMENT. The Company warrants and represents that it has filed with the Securities & Exchange Commission (the "SEC"), a Registration Statement on Form SB-2 (the "Filed SB-2") regarding the proposed offering of up to one million (1,000,000) shares of Common Stock of the Company. Promptly after the execution of this Subscription and Investment Representation Agreement, and the closing hereon, the Company shall amend the Filed SB-2 by (a) removing all shares of Common Stock proposed to be offered by the Company; and (b) including in the Registration Statement the offering of all of the Common Stock and all of the common stock underlying the First Purchase Warrant. The Company agrees that from the date of this Agreement until the date occurring ninety (90) days after the effective date of the Filed SB-2 (the "Rubin Exclusive Period"), that the Company shall not offer, issue, sell or transfer any shares of its common stock or other capital stock to any person or entity, provided, however, that the Company may offer or issue not more than one hundred fifty thousand (150,000) shares of Common Stock to BONA FIDE employees or consultants of the Company in one or more private placements of securities under which the securities so sold will be restricted from resale. The Company shall have the obligation to prepare the amendment to the Filed SB-2 and to take all other actions necessary for the Filed SB-2 to be declared effective. In order to facilitate this process, the attorneys for Subscriber will assist in the work on the Filed SB-2 as reasonably requested by the Company's counsel, and shall be directed by Subscriber to use their best efforts to assist Company's counsel in this process. Subscriber will pay the expenses of his attorneys and the Company shall pay the expenses of its attorneys. DTC SHEETS. The Company shall send copies of each week's DTC sheet for its common stock to Subscriber on every Monday (or the next day if a holiday) as long as Subscriber remains a holder of Company common stock or warrants. NO REPRICING OF OUTSTANDING WARRANTS. The Company shall not agree or consent to any repricing or revision of any of the terms of any currently outstanding options or warrants to acquire Company common stock. Remedies. In the event that the Company (a) fails to comply with any of its covenants or obligations set forth in this Article 3 or elsewhere in this Agreement; (b) fails to issue certificates representing shares of common stock to Subscriber within three (3) business days after Subscriber is entitled to such shares, whether such entitlement arises as a result of share purchase, warrant exercise, or otherwise; or (c) intentionally prevents the Filed SB-2 from being declared effective by June 30, 2000, then, and in such event, the Company shall be in default of its obligations hereunder. For each week that the Company remains in default of any of its obligations hereunder, without cure thereof, the Company shall issue to Subscriber its common stock purchase warrant (the "Additional Warrants") for 5,000 number of shares of common stock, upon all of the other terms and conditions set forth in the First Purchase Warrant and the Second Purchase Warrant. All of the common stock underlying any Additional Warrants issued hereunder shall be registered for resale by the Company on the filed SB-2 or any other replacement suitable registration form and will have all of the rights of Registerable Shares under the Registration Rights Agreement. In addition, if there is any default by the Company of its obligations hereunder, under the Registration Rights Agreement, the First Purchase Warrant or the Second Purchase Warrant, Subscriber may suspend his performance under all of the aforementioned Agreements until the Company has cured such default. COMPANY'S REPRESENTATIONS AND WARRANTIES. The Company, in order to induce Subscriber to enter into and execute this Agreement, represents and warrants as follows: ORGANIZATION, QUALIFICATIONS AND CORPORATE POWER. The Company is duly incorporated, validly existing and in good standing under the laws of Florida and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification. The Company has the corporate power and authority to own and hold its properties and to carry on its business as now conducted and as proposed to be conducted. The Company has the corporate power and authority to execute, deliver and perform this Agreement, the Registration Rights Agreement by and between the Company and the Subscriber and the First Purchase Warrant and the Second Purchase Warrant, to issue, sell and deliver the Common Stock pursuant to this Agreement, and to issue and deliver the shares of common stock of the Company issuable upon exercise of the First Purchase Warrant and the Second Purchase Warrant. The Company does not (i) own of record or beneficially, directly or indirectly, (a) any shares of capital stock or securities convertible into capital stock of any other corporation or (b) any participating interest in any partnership, joint venture or other non-corporate business enterprise; or (ii) control, directly or indirectly, any other entity, except for its interest in Media Comm. AUTHORIZATION OF AGREEMENTS, ETC. The execution and delivery by the Company of this Agreement, the Registration Rights Agreement, the First Purchase Warrant and the Second Purchase Warrant, the performance by the Company of its obligations hereunder and thereunder and the issuance, sale and delivery of the Common Stock and the common stock underlying the First Purchase Warrant and the Second Purchase Warrant have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the Charter or the By-laws of the Company (the "By-laws"), or any provision of any indenture, agreement or other instrument to which the Company is a party, or by which any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. AUTHORIZATION OF SHARES. The shares of Common Stock have been duly authorized and, when held and issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company, except this Agreement. The shares underlying the First Purchase Warrant and the Second Purchase Warrant have been duly reserved for issuance and when so issued and held, will be duly authorized, validly issued, fully paid and nonassessable shares of Common Stock with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges, restrictions, claims and encumbrances imposed by or through the Company subject to the terms of this Agreement. Neither the issuance, sale or delivery of the Common Stock, nor the issuance, sale or delivery of the shares underlying the First Purchase Warrant or the Second Purchase Warrant are subject to any preemptive right of stockholders of the Company or to any right of first refusal or other right in favor of any person except such rights as have been waived. VALIDITY. This Agreement, the Registration Rights Agreement, the First Purchase Warrant and the Second Purchase Warrant have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their terms. Authorized Capital Stock. The authorized capital stock of the Company consists of fifty million shares of Common Stock. Immediately prior to the Closing, Seven Million Two Hundred Sixty Two Thousand Five Hundred Eighty (7,262,580) shares of Common Stock will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof. Prior to the closing, no Shares of Preferred Stock shall be issued. The Company does not have any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. To the best of the knowledge of the Company, there are no voting trusts or agreements, stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company (whether or not the Company is a party thereto). Financial Statements. The Financial Statements of the Company in the SB-2 Registration Statement fairly present the financial position of the Company, in accordance with generally accepted accounting principles consistently applied. Since the date of the Financial Statements, there has been no change in the assets, liabilities or financial condition of the Company from that reflected in the Financial Statements except for changes in the ordinary course of business which in the aggregate have not been materially adverse, and (b) none of the business, prospects, financial condition, operations, property or affairs of the Company has been materially adversely affected by any occurrence or development, individually or in the aggregate, whether or not insured against. All of the other information in the Private Placement Memorandum dated January 10, 2000 is true and accurate as of the date hereof. Undisclosed Liabilities, Etc. The Company has no liabilities or obligations of any nature, whether known, unknown, absolute, accrued, contingent or otherwise and whether due or to become due except (i) as and to the extent disclosed or reserved against in the Financial Statements, or (ii) for liabilities and obligations incurred after the date of the Financial Statements in the ordinary course of business consistent with past practices and not prohibited by this Agreement. Since January 10, 2000, there has not occurred or come to exist any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, should reasonably be expected to materially and adversely affect the Company, or its business. INVESTMENT REPRESENTATION. Subscriber represents and warrants: In General. Subscriber represents and warrants that it is acquiring the Common Stock, the First Purchase Warrant and Second Purchase Warrant for its own account, for investment purposes only, and not with a view to or for the resale, distribution or fractional-ization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Common Stock, the First Purchase Warrant and Second Purchase Warrant. Illiquidity/Ability to Bear Risk of Loss. Subscriber hereby acknowledges Subscriber's understanding of the speculative nature of its investment, that the Company's business and Subscriber's investment in the Company involve a high degree of risk and may result in the loss of his, her or its entire investment, and that no Federal or state securities agency has made any finding or determination, or has passed upon, the terms or fairness of the Offering. Subscriber understands and agrees that Subscriber must bear the economic risk of Subscriber's investment for an indefinite period of time because, among other reasons, the Common Stock, the First Purchase Warrant and Second Purchase Warrant have not been registered under the Securities Act of 1933, as amended (the "Act") or under the Securities Laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless it is subsequently registered under the Act and under applicable securities laws of such states or an exemption from such registration is available. Subscriber represents and warrants that it has the financial ability to bear the economic risk of its investment in the Company (including the possible loss of Subscriber's entire investment). Private Placement Memorandum. Subscriber has received and read the confidential Private Placement Memorandum, dated January 10, 2000, for this offering. Accredited Investor. Subscriber is a qualified institutional buyer for purposes of Rule 144A or an institutional accredited investor (as defined in Rule 501(a)(1)-(3), 501(a)(7)-(8) of the Securities Act of 1933). Residency. Subscriber is a California entity, duly organized and validly existing, whose principal place of business is Los Angeles, California. Subscriber is in the business of investment banking transactions, with sufficient knowledge and experience in investment transactions to evaluate the merits of this investment. Pre-existing Arrangement. Subscriber has no contract, undertaking, agreement or arrangement with any person or entity to sell, hypothecate, pledge, donate or otherwise transfer (with or without consideration) to any such person or entity any shares, and has no present plans or intention to enter into any such contract, undertaking, agreement or arrangement. Subscriber Covenants. Subscriber covenants that: 5.7.1 Subscriber covenants not to transfer, assign, hypothecate, pledge or sell the Warrants to third parties and agrees that it can only transfer, assign, hypothecate, pledge or sell the shares underlying the Warrants. Further, Subscriber acknowledges that its registration rights run only to the shares underlying the Warrants. 5.7.2 Subscriber covenants to promptly and fully disclose to Company its position on all of Subscriber's accounts while there is a long position on either stock or warrants. Short Selling. For so long as Subscriber holds Company securities, Subscriber and its affiliates shall not engage in any short selling or selling against the box in the Company's securities. SECURITIES LAWS COMPLIANCE. PRIVATE PLACEMENT. Subscriber acknowledges that the Offering is intended to be exempt from registration under the Act by virtue of the provisions of Regulation D or Section 4(b) promulgated under the Act. RESTRICTIONS ON RESALES. Subscriber agrees that Subscriber will not sell or otherwise transfer the Common Stock, First Purchase Warrant and Second Purchase Warrant without registration under the Act (and applicable state law) or an exemption therefrom. Subscriber also understands that sales or transfers of the Common Stock, First Purchase Warrant and Second Purchase Warrant are restricted by the provisions of state securities laws. Subscriber also understands that the certificate for the Common Stock, First Purchase Warrant and Second Purchase Warrant will bear a restrictive legend describing the foregoing restrictions. INFORMATION MADE AVAILABLE/RELIANCE. INFORMATION. Subscriber has been provided an opportunity to obtain additional information concerning the Offering and the Company to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense and has, further, been given the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the Offering and other matters pertaining to the investment in the Common Stock, First Purchase Warrant and Second Purchase Warrant. Subscriber is satisfied with the scope of information he, she or it has received and confirms that Subscriber's questions have been dealt with in a satisfactory manner. RELIANCE ON INDEPENDENT INVESTIGATION AND PROFESSIONAL ADVICE. In making Subscriber's decision to purchase the Common Stock, First Purchase Warrant and Second Purchase Warrant, Subscriber has relied solely upon independent investigations made by Subscriber, directly or indirectly, and has not relied on the Company with respect to any investment, tax, legal, accounting, financial or other advice. Subscriber has carefully considered, and, to the extent Subscriber believes it necessary, appropriate or advisable, has discussed with his, her or its investment, tax, legal, accounting, financial and other advisers, the suitability of making an investment in the Company on the terms set forth in this agreement. AFFIRMATION OF OTHER INFORMATION. Any information which Subscriber has heretofore, or simultaneously herewith, furnished to the Company is correct and complete as of the date of this agreement and if there should be any material change in such information prior to the Closing Date, Subscriber agrees to promptly furnish such revised or corrected information to the Company. INDEMNITY BY SUBSCRIBER. Subscriber agrees to indemnify and hold harmless the Company, and each other person, if any, who controls or is controlled by any of them, within the meaning of section 15 of the Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach of covenant or agreement by Subscriber herein or in any other document furnished by Subscriber to Company in connection with this transaction, including all agreements executed contemporaneously herewith. INDEMNITY BY COMPANY. The Company agrees to indemnify and hold harmless Subscriber against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever,) arising out of or based upon any false representation or warranty or any breach of covenant or agreement by the Company herein or in any other document furnished to Subscriber in connection with this transaction, including the Registration Rights Agreement of even date herewith and the First Purchase Warrant and the Second Purchase Warrant of even date herewith. MODIFICATION. Neither this agreement nor any provision of this agreement shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought. NOTICES. Any notice, demand or other communication which any party may be required, or may elect, to give to anyone interested in this agreement shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given in this agreement (or the last known address) or (b) delivered personally at such address. Either party may change his, her or its address for notice by notice to the other party. BINDING EFFECT. Except as otherwise provided herein, this agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns (collectively "Successors"). If Subscriber is more than one person, the obligations of Subscriber shall be joint and several and the agreements, representations, warranties and acknowledgments contained in this agreement shall be deemed to be made by and be binding upon each such person and each such person's Successors. ENTIRE AGREEMENT. This instrument contains the entire agreement of the parties, and there are no representations, warranties, covenants or other agreements except as stated or referred to in this agreement. APPLICABLE LAW. This agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such state. COUNTERPARTS. This agreement may be executed through the use of separate signature pages in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart. CAPTIONS. Headings contained in this agreement have been asserted for reference purposes only and shall not be construed as part of this agreement. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the _______ day of February, 2000. VIEW SYSTEMS, INC. By:___________________________ Duly Authorized Agent SUBSCRIBER: Rubin Investment Group By:____________________________ Dan J. Rubin Chief Executive Officer Gunther Than, Chief Executive Officer of the Company, hereby agrees that he shall not sell, transfer or assign in any manner any of his shares of Common Stock of the Company (excluding up to 100,000 shares) for a period of eighteen (18) months from the date of this Agreement, provided that this restriction shall terminate ninety (90) days after the effective date of the Company's first effective SB-2, if earlier. Gunther Than shall also take a one (1) day media course. ------------ Gunther Than EX-4.2 3 EX 4.2 Exhibit 4.2 First Common Stock Purchase Warrant between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. Right to Purchase up to 1,500,000 Shares of Common Stock of View Systems, Inc. No.___ VIEW SYSTEMS, INC. First Common Stock Purchase Warrant VIEW SYSTEMS, INC., a Florida corporation (the "Company") hereby certifies that, for value received, RUBIN INVESTMENT GROUP, (the "Holder") or his successors or registered assigns, is entitled to purchase up to 1,500,000 shares of common stock, par value $.001 per share (the "Common Stock"), of the Company, at an exercise price of $2.00 per share (the "Purchase Price"), beginning on the date hereof and (i) with respect to 1,000,000 shares, until the date occurring five (5) months after the date of this First Purchase Warrant and (ii) with respect to the remaining 500,000 shares until the date occurring six (6) months after the date of this First Purchase Warrant, (the "Expiration Date"), at which time this Warrant shall expire and the Holder shall have no further rights hereunder. As used herein the following terms, unless the context otherwise requires, have the following respective meanings: (a) The term "Company" shall include View Systems, Inc. and any corporation that shall succeed to or assume the obligations of View Systems, Inc. hereunder. (b) The term "Public Offering" refers, to an underwritten public offering of securities of the Company pursuant to an effective registration statement under the Securities Act covering the offer and sale of such securities to the public. (c) The term "Other Securities" refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise), which stock or other securities the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities. EXERCISE OF WARRANT. EXERCISE. This Warrant may be exercised in full or in part or not at all by the person listed on the corporate records as the owner of this Warrant hereof by surrender of this Warrant and the subscription form annexed hereto (duly executed by such holder), to the Company at its principal office, accompanied by payment, in cash, or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the holder in the subscription form by (b) the Purchase Price. TRUSTEE FOR WARRANT HOLDERS. In the event that a bank or trust company shall have been appointed as trustee for the holder of the Warrant, such bank or trust company shall have all the powers and duties of a warrant agent appointed pursuant to Section 8 and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1. The Company shall give the holder of the Warrant notice of the appointment of any trustee and any change thereof. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as practicable after the exercise of this Warrant, and in any event within three (3) days thereafter, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and delivered to the holder hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock (or Other Securities) to which such holder shall be entitled on such exercise, in such denominations as may be requested by such holder. The Company shall not be required to issue certificates representing fractions of shares of Common Stock (or Other Securities) upon the exercise of this Warrant, nor shall it be required to issue script or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock (or Other Securities). NO IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, or any other similar voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Warrant against impairment due to such event. 4. TRANSFER OF WARRANT. Prior to the Expiration Date and subject to compliance with applicable laws, this Warrant and all rights hereunder are not transferable by the holders hereof, in whole or in part, at the principal office of the Company. Any such transfer shall be made upon Surrender of this Warrant together with the Assignment Form attached hereto properly executed, endorsed and guaranteed. Notwithstanding the foregoing, the Company may prohibit the transfer of this Warrant if such transfer is not in compliance with applicable laws. Only the shares that may be obtained upon exercise of the warrants may be transferred and then only in accordance with applicable securities laws. 5. REGISTER OF WARRANTS. The Company shall maintain, at the principal office of the Company (or such other office as it may designate by notice to the holder hereof), a register for the Warrants, in which the Company shall record the name and address of the person in whose name a Warrant has been issued. 6. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor. 7. WARRANT AGENT. The Company may, by written notice to the registered holder of this Warrant, appoint an agent having an office in New York, New York, for the purpose of issuing Common Stock (or Other Securities) on the exercise of the Warrant pursuant to Section 1 and replacing this Warrant pursuant to Section 6, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent. 8. REMEDIES. The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 9. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer of any Warrant or of any shares of Common Stock (or Other Securities) issued or issuable upon the exercise of any Warrant in any manner which interferes with the timely exercise of this Warrant. 10. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Common Stock (or Other Securities), and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. Dividends are not accruing on the stock underlying the warrants prior to the time that the Warrant is exercised and the underlying stock is issued. 11. ANTI DILUTION ADJUSTMENTS. In the event the Company (i) shall pay a stock dividend in shares of Common Stock, (ii) shall subdivide its outstanding shares of Common Stock, (iii) shall combine its outstanding shares of Common Stock into a smaller number of shares or (iv) shall issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, then additional shares of Common Stock shall be issued (upon exercise of the Warrant) to the Holder such that the number of shares subject to this Warrant immediately after such action shall bear the same relation to the total number of shares outstanding immediately after such action as the number of shares subject to this Warrant immediately prior to such action bore to the total number of shares outstanding immediately prior to such action. An adjustment made pursuant to this Section 12 shall become effective retroactively immediately after the record date in the case of a dividend or distribution of Common Stock and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. This section shall not apply to issues of common stock for value received by the Company in the form of cash, property or services. 12. RESTRICTION ON EXERCISE. In no event shall the Holder of this First Purchase Warrant be entitled to exercise the First Purchase Warrant to the extent such exercise would result in such Holder's beneficially owning more than five percent (5%) of the outstanding shares of the Corporation's Common Stock. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Securities Exchange Act of 1934, as amended. 13. NOTICES GENERALLY. All notices and other communications from the Company to the registered holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid, at the address for such holder as it appears on the books of the Company or its agent. 14. MISCELLANEOUS. This Warrant and any term hereof may not be changed, waived, discharged or terminated without the prior written consent of the Company and the Holder. This Warrant shall be construed and enforced in accordance with and governed by the Business Corporation Act of the State of New Jersey. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof This Warrant is being executed as an instrument under seal. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. IN WITNESS WHEREOF, the undersigned has executed this Warrant on the 18th day of February, 2000. VIEW SYSTEMS, INC, [Corporate Seal] By: ----------------------------- Name: Gunther Than Title: Chief Executive Officer and Chairman Attest: By: -------------------------- Name: Title: FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO VIEW SYSTEMS, INC. The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder, __________ shares of Common Stock of VIEW SYSTEMS, INC. and herewith makes payment of $________ therefor in cash, and requests that the certificates for such shares be issued in the name of, and delivered to, RUBIN INVESTMENT GROUP, whose address is c/o Rubin Investment Group, 2121 Avenue of the Stars, Suite 101, Los Angeles, California 90067. Dated: __________ __, 2000 ______________________________ (Signature must conform to name of holder as specified on the face of the Warrant) ------------------------------ ------------------------------ (Address) EX-4.3 4 EX 4.3 Exhibit 4.3 Second Common Stock Purchase Warrant between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. Right to Purchase up to 1,000,000 Shares of Common Stock of View Systems, Inc. No.___ VIEW SYSTEMS, INC. Second Common Stock Purchase Warrant VIEW SYSTEMS, INC., a Florida corporation (the "Company") hereby certifies that, for value received, RUBIN INVESTMENT GROUP, (the "Holder") or his successors or registered assigns, is entitled to purchase up to 1,000,000 shares of common stock, par value $.001 per share (the "Common Stock"), of the Company, at an exercise price of $2.00 per share (the "Purchase Price"), beginning on the date hereof and until the third anniversary of the date hereof (the "Expiration Date"), at which time this Warrant shall expire and the Holder shall have no further rights hereunder. As used herein the following terms, unless the context otherwise requires, have the following respective meanings: (a) The term "Company" shall include View Systems, Inc. and any corporation that shall succeed to or assume the obligations of View Systems, Inc. hereunder. (b) The term "Public Offering" refers, to an underwritten public offering of securities of the Company pursuant to an effective registration statement under the Securities Act covering the offer and sale of such securities to the public. (c) The term "Other Securities" refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise), which stock or other securities the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities. EXERCISE OF WARRANT. EXERCISE. This Warrant may be exercised in full or in part or not at all by the person listed on the corporate records as the owner of this Warrant hereof by surrender of this Warrant and the subscription form annexed hereto (duly executed by such holder), to the Company at its principal office, accompanied by payment, in cash, or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying (a) the number of shares of Common Stock designated by the holder in the subscription form by (b) the Purchase Price. TRUSTEE FOR WARRANT HOLDERS. In the event that a bank or trust company shall have been appointed as trustee for the holder of the Warrant, such bank or trust company shall have all the powers and duties of a warrant agent appointed pursuant to Section 8 and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1. The Company shall give the holder of the Warrant notice of the appointment of any trustee and any change thereof. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as practicable after the exercise of this Warrant, and in any event within three (3) days thereafter, the Company at its expense (including the payment by it of any applicable issue or stamp taxes) will cause to be issued in the name of and delivered to the holder hereof, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct, a certificate or certificates for the number of fully paid and non-assessable shares of Common Stock (or Other Securities) to which such holder shall be entitled on such exercise, in such denominations as may be requested by such holder. The Company shall not be required to issue certificates representing fractions of shares of Common Stock (or Other Securities) upon the exercise of this Warrant, nor shall it be required to issue script or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock (or Other Securities). NO IMPAIRMENT. The Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, or any other similar voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Warrant against impairment due to such event. 4. TRANSFER OF WARRANT. Prior to the Expiration Date and subject to compliance with applicable laws, this Warrant and all rights hereunder are not transferable by the holders hereof, in whole or in part, at the principal office of the Company. Any such transfer shall be made upon Surrender of this Warrant together with the Assignment Form attached hereto properly executed, endorsed and guaranteed. Notwithstanding the foregoing, the Company may prohibit the transfer of this Warrant if such transfer is not in compliance with applicable laws. Only the shares that may be obtained upon exercise of the Warrants may be transferred and then only in accordance with applicable securities laws. 5. REGISTER OF WARRANTS. The Company shall maintain, at the principal office of the Company (or such other office as it may designate by notice to the holder hereof), a register for the Warrants, in which the Company shall record the name and address of the person in whose name a Warrant has been issued. 6. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor. 7. WARRANT AGENT. The Company may, by written notice to the registered holder of this Warrant, appoint an agent having an office in New York, New York, for the purpose of issuing Common Stock (or Other Securities) on the exercise of the Warrant pursuant to Section 1 and replacing this Warrant pursuant to Section 6, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent. 8. REMEDIES. The Company stipulates that the remedies at law of the holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise. 9. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer of any Warrant or of any shares of Common Stock (or Other Securities) issued or issuable upon the exercise of any Warrant in any manner which interferes with the timely exercise of this Warrant. 10. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Common Stock (or Other Securities), and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Purchase Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company. Dividends are not accruing on the stock underlying the warrants prior to the time that the Warrant is exercised and the underlying stock is issued. 11. ANTI DILUTION ADJUSTMENTS. In the event the Company (1) shall pay a stock dividend in shares of Common Stock, (ii) shall subdivide its outstanding shares of Common Stock, (iii) shall combine its outstanding shares of Common Stock into a smaller number of shares or (iv) shall issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, then additional shares of Common Stock shall be issued (upon exercise of the Warrant) to the Holder such that the number of shares subject to this Warrant immediately after such action shall bear the same relation to the total number of shares outstanding immediately after such action as the number of shares subject to this Warrant immediately prior to such action bore to the total number of shares outstanding immediately prior to such action. An adjustment made pursuant to this Section 12 shall become effective retroactively immediately after the record date in the case of a dividend or distribution of Common Stock and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. This section shall not apply to issues of common stock for value received by the Company in the form of cash, property or services. 12. RESTRICTION ON EXERCISE. In no event shall the Holder of this Second Purchase Warrant be entitled to exercise the Second Purchase Warrant to the extent such exercise would result in such Holder's beneficially owning more than five percent (5%) of the outstanding shares of the Corporation's Common Stock. For these purposes, beneficial ownership shall be defined and calculated in accordance with Rule 13d-3, promulgated under the Securities Exchange Act of 1934, as amended. 13. NOTICES GENERALLY. All notices and other communications from the Company to the registered holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid, at the address for such holder as it appears on the books of the Company or its agent. 14. MISCELLANEOUS. This Warrant and any term hereof may not be changed, waived, discharged or terminated without the prior written consent of the Company and the Holder. This Warrant shall be construed and enforced in accordance with and governed by the Business Corporation Act of the State of New Jersey. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof This Warrant is being executed as an instrument under seal. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. IN WITNESS WHEREOF, the undersigned has executed this Warrant on the 18th day of February, 2000. VIEW SYSTEMS, INC, [Corporate Seal] By: ----------------------------- Name: Gunther Than Title: Chief Executive Officer and Chairman Attest: By: --------------------------- Name: Title: FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO VIEW SYSTEMS, INC. The undersigned, the holder of the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder, __________ shares of Common Stock of VIEW SYSTEMS, INC. and herewith makes payment of $________ therefor in cash, and requests that the certificates for such shares be issued in the name of, and delivered to, RUBIN INVESTMENT GROUP, INC. whose address is c/o Rubin Investment Group, 2121 Avenue of the Stars, Suite 101, Los Angeles, California 90067. Dated: __________ __, 2000 ______________________________ (Signature must conform to name of holder as specified on the face of the Warrant) ------------------------------ ------------------------------ (Address) EX-4.4 5 EXHIBIT 4.4 Exhibit 4.4 Registration Rights Agreement between View Systems, Inc. and Rubin Investment Group, dated February 18, 2000 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made by and among VIEW SYSTEMS, INC., a Florida corporation (the "Company"), and RUBIN INVESTMENT GROUP (the "Purchaser"). BACKGROUND The Purchaser has agreed to purchase shares of the Company's Common Stock, a First Common Stock Purchase Warrant (the "First Purchase Warrant") for 1,500,000 shares of the Company's common stock and a Second Common Stock Purchase Warrant (the "Second Purchase Warrant") for 1,000,000 shares of the Company's common stock, pursuant to and in accordance with a Subscription and Investment Representation Agreement dated as of even date herewith (the "Purchase Agreement"). (The shares of Common Stock issued by the Company pursuant to the Purchase Agreement and the shares of the Company's Common Stock issuable by the Company pursuant to the First Purchase Warrant and the Second Purchase Warrant are hereinafter referred to as the "Registerable Shares"). The Company has agreed to provide the registration rights set forth in this Agreement to induce the purchase by the Purchaser of the Shares, First Purchase Warrant and the Second Purchase Warrant pursuant to the Purchase Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION A. DEMAND REGISTRATION. 1. REQUESTS FOR REGISTRATION. Upon the election of those owning not less than 50% of the outstanding Registerable Shares, the Purchaser may make a one-time demand for registration under the Securities Act of 1933 (the "Demand Registration") of all or any portion of the Registerable Shares by sending written notice of the demand to the Company. Such notice shall specify the number of the Registerable Securities sought to be registered. The Company will then use its best efforts to file with the Securities and Exchange Commission (the "SEC"), at the earliest possible date but no later than sixty (60) days following such a demand, the registration statement for the Demand Registration (the "Demand Registration Statement"). At closing, Purchaser shall be deemed to have demanded registration of all of Purchaser's Registerable Shares in the Company's filed SB-2 registration statement or if that registration statement is not declared effective, in a replacement SB-2 filed by the Company as soon as possible thereafter. REGISTRATION OF OTHER SECURITIES. Whenever the Company shall effect a Demand Registration, no shares of Common Stock owned by other stockholders of the Company ("Other Stockholders") other than the Registerable Securities shall be included among the shares of Common Stock covered by such registration statement unless the Purchaser shall have consented in writing to the inclusion of such other shares of Common Stock. Purchaser shall be deemed to have consented to inclusion of all shareholders who currently hold contracted piggyback registration rights. EXPENSES. The Company will pay all of the expenses relating to (i) the preparation, filing and distribution of the registration statement, including the filing fees, printing expenses, messenger and delivery expenses, fees and disbursements of counsel for the Company and for the Purchaser and fees and expenses of the independent certified accountants relating to the preparation of the Demand Registration Statement, including the costs and expenses of employees of the Company who participate in the preparation of the registration statement, and (ii) the sale of the Registerable Securities, excluding commissions, discounts and expenses of the underwriters specifically related to the offering of the Registerable Shares by the Purchaser. Purchaser shall be responsible for the costs of its counsel and Purchaser's counsel shall provide his best efforts to assist with the SB-2 registration. PRIORITY ON DEMAND REGISTRATION. If the managing underwriters advise the Company that in their good faith opinion the number of the Registerable Securities and other shares of Common Stock requested to be included in the Demand Registration Statement exceeds the number that can be sold in such offering, the Company will include in such Demand Registration Statement (i) first, the securities the Company is obligated to include by virtue of previously existing contract rights; (ii) second, the Registerable Securities requested to be included in such Demand Registration Statement, (iii) third, any shares of Common Stock that the Company desires to include on its own behalf and (iv) fourth, where the Company has reserved "cutback" rights, any shares of Common Stock beneficially owned by the Other Stockholders, pro rata on the basis of the number of shares of Common Stock that the Other Stockholders wanted to register. SELECTION OF UNDERWRITERS. In an underwritten offering, the Company shall have the right to select reputable, nationally recognized investment banker(s) and manager(s) for the Demand Registration Statement and make the other decisions regarding the underwriting arrangements for the offering covered by the Demand Registration Statement subject to the reasonable concurrence of the Purchaser. SECTION B. PIGGYBACK REGISTRATIONS. RIGHT TO PIGGYBACK. Provided the First Purchase Warrant is exercised in full by Purchaser, if at any time after an initial public offering of the Company's stock, the Company proposes to register any of its shares of Common Stock under the Securities Act for an underwritten offering, whether or not for sale for its own account (other than registrations effected pursuant to Form S-4 or S-8 promulgated under the Securities Act of 1933 (the "Securities Act") or any successor forms thereto or other than in connection with an exchange offer or offering solely to the Company's Shareholders), and the registration form to be used may be used for the registration of the Registerable Shares of (a "Piggyback Registration"), the Company will give prompt written notice to the Purchaser of such registration. Upon the written request of the Purchaser (given within 20 business days after the Purchaser's receipt of the Company's notice of the proposed registration), the Company will use its best efforts to include in the registration statement for such Piggyback Registration (the "Piggyback Registration Statement"), subject to the allocation provisions below, all Registerable Securities with respect to which the Company has received a written request for inclusion. Purchaser shall not demand Piggyback Registration for any Registerable Shares that are included in an effective and current Demand Registration Statement. PIGGYBACK EXPENSES. In all Piggyback Registrations, the Company shall pay all of the expenses relating to the preparation of the Piggyback Registration and the offering of the shares of Common Stock and the Company shall pay the commissions, discounts and expenses of the underwriters related to the offering of the shares of Common Stock by the Company, but will not pay the commissions, discounts and expenses of the underwriters related to the offering of the shares of Common Stock by the Purchaser and the Other Stockholders registered on the Piggyback Registration Statement or the fees or expenses of special legal counsel to the Purchaser. PRIORITY. If the managing underwriters for the Piggyback Registration advise the Company that in their good faith opinion the number of shares of Common Stock requested to be included in such Piggyback Registration exceeds the number that can be sold in such offering, the Company will allocate the shares of Common Stock to be included as follows: first, the securities the Company is obligated to include by virtue of previously existing contract rights; second, any shares of Common Stock that the Company proposes to sell on its own behalf; third, any shares of common stock carrying registration rights that the Company must reasonably grant to underwriters to incentivize them to underwrite the registration; fourth, Registerable Securities requested to be included in such Piggyback Registration Statement provided, however, that the number of Registerable Securities being registered in such offering may not be reduced to less than twenty-five percent (25%) of the Registerable Securities as to which the Purchaser has requested registration hereunder; and fifth, shares of Common Stock beneficially owned by any Other Stockholders of the Company, pro rata on the basis of the number of shares of Common Stock that the Other Stockholders wanted to register. SELECTION OF UNDERWRITERS. In an underwritten offering, the Company shall have the right to select reputable, nationally recognized investment banker(s) and manager(s) for the Piggyback Registration and to make the other decisions regarding the underwriting arrangements for the offering covered by the Piggyback Registration Statement. Notwithstanding the foregoing, the managing underwriter shall be reasonably acceptable to the Purchaser if Registerable Securities of the Purchaser are included on the Piggyback Registration Statement. SECTION C. REGISTRATION PROCEDURES. Whenever the holders of Registerable Securities have requested that any Registerable Securities be registered pursuant to Section 1 or 2 of this Agreement, the Company will, as expeditiously as possible: prepare and file with the SEC a registration statement with respect to such Registerable Securities (and any amendment or supplement thereto) and use its best efforts to cause such registration statement to become effective and to remain effective until the closing of the underwritten offering, which shall be within five (5) business days after the registration statement is declared effective, or in other cases for a period of at least one hundred eighty (180) days thereafter or until all Registerable Securities have been disposed of (if earlier); provide to the Purchaser before filing a registration statement or prospectus or any amendments or supplements thereto draft copies (that are subject to change) of all such documents proposed to be filed at least five (5) business days prior to their filing and will give reasonable consideration in good faith to any comments of the Purchaser or its counsel; furnish to the Purchaser such number of copies of such registration statement and any amendment or supplement thereto and the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as the Purchaser may reasonably request in order to facilitate the disposition of the Registerable Securities owned by the Purchaser; notify in writing the Purchaser's counsel promptly (i) of the receipt by the Company of any notification with respect to any comments by the SEC with respect to such registration statement or prospectus or any amendment or supplement thereto or any request by the SEC for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or prospectus or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registerable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes; use its best efforts to register or qualify such Registerable Securities under such other securities or blue sky laws of such jurisdictions as the managing underwriter(s) or the Purchaser may reasonably request; enter into such customary agreements (including an underwriting agreement in customary form) and take such other customary actions as may be reasonably necessary to expedite or facilitate the disposition of such Registerable Securities; permit the Purchaser to participate in the negotiation of the underwriting agreement and the pricing terms in connection with a Demand Registration Statement and to remove the Registerable Securities from a Piggyback Registration Statement based upon the pricing terms. The Company reserves the right to make all final decisions regarding the terms of the Offering, including price. obtain a "comfort" letter addressed to the Company from its independent public accountants in customary form and covering such matters of the type customarily covered by "comfort" letters and provide a copy of such letter to the Purchaser; use its commercially reasonable efforts to obtain from its counsel an opinion of counsel in customary form; notify on a timely basis each seller of such Registerable Securities at any time when a prospectus relating to such Registerable Securities is required to be delivered under the Securities Act within the appropriate period mentioned in paragraph (ii) of this Section, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the offerees of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; make available for inspection by the Purchaser's counsel or any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the "Records'), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information (together with the Records, the "Information") reasonably requested by any such Inspector in connection with such registration statement. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the registration statement, (ii) the release of such Information is ordered pursuant to a subpoena or other order form a court of competent jurisdiction or (iii) such Information has been made generally available to the public. The seller of Registerable Securities agrees that it will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential; provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registerable Securities; issue to any underwriter to which any seller of Registerable Securities may sell shares in such offering certificates evidencing such Registerable Securities; provided however, that the Company shall have the right to approve any such underwriter with such approval not to be unreasonably withheld; list such Registerable Securities on any national securities exchange on which any shares of the Common Stock are listed or, if the Common Stock is not listed on a national securities exchange, use its commercially reasonable efforts to qualify such Registerable Securities for inclusion on the automated quotation system of the National Association of Securities Dealers, Inc. (the "NASD") or such national securities exchange as the holders of a majority of such Registerable Securities shall request; otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) for the Company's fiscal year on form 10-K after the effective date of the registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act; use its commercially reasonable efforts to take all other steps necessary to effect the registration of such Registerable Securities contemplated hereby; and upon the request of those owning not less than thirty percent of the Registerable Securities, register the Registerable Securities on Form S-3, if available for use by the Company. SECTION D. INDEMNIFICATION. The Company hereby indemnifies, to the extent permitted by law, the Purchaser and its officers and directors, and each person who controls the Purchaser (within the meaning of the Securities Act), against all losses, claims, damages, liabilities and expenses arising out of or resulting from any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading except insofar as the same are caused by or contained in any information furnished in writing to the Company by the Purchaser expressly for use therein or by the Purchaser's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished the Purchaser with a sufficient number of copies of the same. In connection with any registration statement in which any Purchaser is participating, the Purchaser will furnish to the Company in writing such information as is reasonably requested by the Company for use in any such registration statement or prospectus and will indemnify, to the extent permitted by law, the Company, its directors and officers and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in information so furnished by the Purchaser specifically for use in preparing the registration statement. Notwithstanding the foregoing, the liability of the Purchaser under this Section D (ii) shall be limited to an amount equal to the net proceeds actually received by the Purchaser from the sale of Registerable Securities covered by the registration statement. Any person entitled to indemnification hereunder will (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled, or elects not, to assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. SECTION E. OTHER AGREEMENTS OF THE COMPANY. From and after the date of effectiveness of a registration statement with respect to the Company's securities under the Securities Act or such earlier date as a registration statement filed by the Company pursuant to the Exchange Act related to any class of the Company's securities shall have become effective, the Company shall comply with all of the reporting requirements of the Exchange Act and with all other public information reporting requirements of the SEC which are conditions to the availability of Rule 144 for the sale of its Common Stock. The Company shall cooperate with each Purchaser in supplying such information as may be necessary for such Purchaser to complete and file any information reporting forms currently or hereafter required by the SEC as a condition of the availability of Rule 144. The Company represents and warrants to the Purchaser that the registration rights granted to the Purchaser hereby does not conflict with any of the registration rights granted by the Company. The Company shall not, after the date hereof, grant any registration rights which conflict with the registration rights granted hereby. SECTION F. TERMINATION. The rights and obligations of the parties to this Agreement shall terminate on the tenth (10th) anniversary of this Agreement. SECTION G. MISCELLANEOUS. NOTICES. Any notice or other communication to be given hereunder shall be in writing and mailed or telecopied to such party at the address or number set forth below: If to the Company: View Systems, Inc. Gunther Than 925 W. Kenyon Avenue Suite 15 Englewood, Colorado 80110 Telephone No.: 303 783 9153 Telecopier No.: 303 762 6448 with a copy to: Andrew L. Jiranek, View Systems, Inc. 9693 Gerwig Lane, Suite O Columbia, Md. 21046 Telephone No.: 410 290 5919 Telecopier No.: 410 290 5917 If to the Purchaser: Rubin Investment Group 4929 Wilshire Boulevard Suite 428 Los Angeles, California 90010 Telephone No.: 310/407-0111 Telecopier No.: 310/407-0155 with a copy to: Robert L. Davidson, Esq. Wolf Haldenstein Adler Freeman & Herz, LLP 270 Madison Avenue New York, NY 10016 Telephone No.: (212) 545-4720 Telecopier No.: (212) 686-0114 or to such other person, address or number as the party entitled to such notice or communication shall have specified by notice to the other party given in accordance with the provisions of this Section. Any such notice or other communication shall be deemed given: (i) if mailed, when deposited in the mail, properly addressed and with postage prepaid; or (ii) if sent by telecopy, when transmitted. AMENDMENTS AND WAIVERS. The provisions of this Agreement may be amended or terminated and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if approved in writing by the Purchaser. BINDING EFFECT. This Agreement will bind and inure to the benefit of the respective successors (including any successor resulting from a merger or similar reorganization), assigns, heirs and personal representatives of the parties hereto provided, however, that such person or entities shall, as a condition to the effectiveness of such assignment be required to execute to this Agreement whereupon such person or entity shall have the benefits of and shall be subject to the restrictions contained in this Agreement with respect to the Registerable Shares. Without limiting the generality of the foregoing, in addition, if the Purchaser liquidates or reorganizes such that its assets are transferred to its own partners or to another entity, such partners or entity shall succeed to all of the rights of the Purchaser hereunder. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to such jurisdiction's principles of conflict of laws. In the event that the Corporation changes its domicile after the execution and delivery of this Agreement, the law of that jurisdiction shall govern the terms and conditions of this Agreement thereafter. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be considered to be an original instrument and to be effective as of the date first written above and all of which taken together shall constitute one and the same instrument. INTERPRETATION. Unless the context of this Agreement clearly requires otherwise, (i) references to the plural include the singular, the singular the plural, the part the whole, (ii) references to one gender include all genders and (iii) "including" has the inclusive meaning frequently identified with the phrase "but not limited to." The section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect. SEVERABILITY. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or enforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Purchaser shall be enforceable to the fullest extent permitted by the law. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the 18th day of February, 2000. VIEW SYSTEMS, INC. By: ------------------------------ DULY AUTHORIZED AGENT RUBIN INVESTMENT GROUP --------------------------------- Dan J. Rubin Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----