Guardian Technologies International Inc Sample Contracts

Applied Visual Sciences, Inc. – Amendment Agreement, dated December 31, 2013, by and between Resistant and Mr. Michael W. Trudnak AMENDMENT AGREEMENT NO: 11 (April 14th, 2014)

THIS AMENDMENT AGREEMENT (this “Agreement”) is made and entered into effective as of December 31, 2013, by and between Applied Visual Sciences, Inc., a Delaware corporation (the “Borrower”), and Michael W. Trudnak (the “Lender”).

Applied Visual Sciences, Inc. – AMENDMENT AGREEMENT (May 13th, 2013)

THIS AMENDMENT AGREEMENT (this “Agreement”) is made and entered into effective as of June 30, 2012, by and between Applied Visual Sciences, Inc., a Delaware corporation (the “Borrower”), and Michael W. Trudnak (the “Lender”).

Applied Visual Sciences, Inc. – AMENDMENT AGREEMENT (May 13th, 2013)

THIS AMENDMENT AGREEMENT (this “Agreement”) is made and entered into effective as of December 30, 2012, by and between Applied Visual Sciences, Inc., a Delaware corporation (the “Borrower”), and Michael W. Trudnak (the “Lender”).

Applied Visual Sciences, Inc. – AMENDMENT AGREEMENT (August 20th, 2012)

THIS AMENDMENT AGREEMENT (this “Agreement”) is made and entered into effective as of June 30, 2012, by and between Applied Visual Sciences, Inc., a Delaware corporation (the “Borrower”), and Michael W. Trudnak (the “Lender”).

Applied Visual Sciences, Inc. – AMENDMENT AGREEMENT (April 16th, 2012)

THIS AMENDMENT AGREEMENT (this “Agreement”) is made and entered into effective as of December 31, 2011, by and between Applied Visual Sciences, Inc., a Delaware corporation (the “Borrower”), and Michael W. Trudnak (the “Lender”).

Applied Visual Sciences, Inc. – SECURITIES PURCHASE AGREEMENT (March 2nd, 2011)

This Securities Purchase Agreement (this “Agreement”) is dated as of February 23, 2011, by and between Applied Visual Sciences, Inc., a Delaware corporation (the “Company”), and Seaside 88, LP, a Florida limited partnership (such investor, including its successors and assigns, “Seaside”).

Applied Visual Sciences, Inc. – COMMON STOCK PURCHASE WARRANT AGREEMENT APPLIED VISUAL SCIENCES, INC. (March 2nd, 2011)

This is to certify that, subject to the provisions of this Common Stock Purchase Warrant Agreement (the “Warrant Agreement”) and for value received, _________________________ (the "Holder"), is entitled to purchase __________________ (_______) shares of common stock, $.001 par value per share (the "Common Stock;" that warrant, the “Warrant”), subject to adjustment as set forth herein, of Applied Visual Sciences, Inc., a Delaware corporation (the "Company"), at any time during the period beginning ___________________ (the “Issue Date”), and ending _________ (___) months after the Issue Date (the "Expiration Date"), but not later than 5:00 p.m. Eastern Standard Time on the Expiration Date, at an exercise price of ___________________ ($_____) per share, subject to adjustment as set forth herein  (the "Exercise Price").  This Warrant is being issued pursuant to the terms of a Securities Purchase Agreement, dated ________________ (the “Securities Purchase Agreement”), by and between the Com

Applied Visual Sciences, Inc. – NON-CIRCUMVENTION AND COMPENSATION AGREEMENT (March 2nd, 2011)

This Non-Circumvention and Compensation Agreement (this “Agreement”) is made and entered into effective as of this 12th day of January, 2011 (the “Effective Date”), by and between Applied Visual Sciences, Inc., a Delaware corporation (“Client’) and MIDTOWN PARTNERS & CO., LLC, a Florida limited liability company (“Midtown”).

Applied Visual Sciences, Inc. – Applied Visual Sciences Announces Debenture Restructuring and Strategic Investor (October 20th, 2010)

HERNDON, VA, October 19, 2010 – Applied Visual Sciences (OTCBB: APVS) announced today that, on October 15, 2010, it entered into an agreement with the holders of the company’s outstanding Series A 10% Senior Convertible Debentures due November 7, 2008, that extends the maturity date of the debentures, provides that the debentures will be non-interest bearing through the date of maturity, and for certain other amendments to the terms of the debentures and related agreements.

Applied Visual Sciences, Inc. – AMENDMENT AND WAIVER AGREEMENT (October 20th, 2010)

THIS AMENDMENT AND WAIVER AGREEMENT (this “Agreement”), dated as of October 15, 2010, is made and entered into by and among Applied Visual Sciences, Inc. (f/k/a Guardian Technologies International, Inc.), a Delaware corporation (the “Company”), and Crescent International Ltd. and Dr. Joshua P. Prager (each, a “Holder” and, collectively, the “Holders”).  Any defined term used herein but not otherwise defined shall have the meaning ascribed to such term in the Securities Purchase Agreement, dated as of November 3, 2006 (the “Purchase Agreement”), by and among the Company and the signatories thereto and/or in the Transaction Documents.

Guardian Technologies International Inc – Contract (August 4th, 2009)

THIS NOTE AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING THIS NOTE, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THIS NOTE REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. 2009 STOCK COMPENSATION PLAN (August 4th, 2009)
Guardian Technologies International Inc – PLACEMENT AGENT AGREEMENT (August 4th, 2009)

Guardian Technologies International, Inc. (the “Company”) proposes to offer, issue and sell in a private offering up to $5,000,000 of Units of securities (“Units”), each Unit consisting of (a) 48,780 shares of the Company’s common stock, $.001 par value per share (“Common Stock”), and (b) Class N Common Stock Purchase Warrants to purchase 97,560 shares of Common Stock (the “Class N Warrants”) (the Units and the Class N Warrants and the Common Stock included in the Units, the “Securities”) to accredited investors only (the “Offering”) for a purchase price of $20,000 per Unit (a purchase price per share of $0.41). Grant Bettingen, Inc. (the “Placement Agent”) hereby confirms its agreement with the Company to act as a Placement Agent for the Offering on a best efforts basis and in accordance with the following basic terms and conditions.  Other registered broker-dealers may participate in a best efforts selling group to offer the Securities pursuant to the terms of an agreement to be ente

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. INDEPENDENT DIRECTOR NON-QUALIFIED STOCK OPTION AWARD AGREEMENT AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN (June 25th, 2009)

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this "Award Agreement") is dated as of this ____ day of _______________, 20__, by and between Guardian Technologies International, Inc., a Delaware corporation (the “Company”), and _________________________________________ (the “Participant”).

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. Amended Policy Regarding Compensation of Independent Directors Effective Commencing July 1, 2009 (June 25th, 2009)

The board of directors (the “Board”) of Guardian Technologies International, Inc., a Delaware corporation (the “Company”), has adopted the following Amended Policy Regarding Compensation of Independent Directors (“Policy”) pursuant to the recommendations of the Compensation Committee of the Company.  This Policy supersedes and replaces in its entirety the “Policy Regarding Compensation of Independent Directors” adopted by the Board effective December 22, 2005, and as amended on December 12, 2007.  The purpose of the Policy is to attract and retain qualified independent members of the Board.

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. 2009 STOCK COMPENSATION PLAN RESTRICTED STOCK RIGHTS AWARD CERTIFICATE (June 22nd, 2009)

This is to certify that Guardian Technologies International, Inc., a Delaware corporation (the “Company”), has granted to the person named below (the “Participant”) Restricted Stock Rights pursuant to the Company’s 2009 Stock Compensation Plan, as amended Plan (the “Plan”), upon the terms and conditions set forth below and in the attached Restricted Stock Award Agreement:

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. 2009 STOCK COMPENSATION PLAN (June 22nd, 2009)
Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. 2009 STOCK COMPENSATION PLAN NON- QUALIFIED STOCK OPTION AWARD CERTIFICATE (June 22nd, 2009)

This is to certify that Guardian Technologies International, Inc., a Delaware corporation (the “Company”), has granted to the person named below (the “Participant”) a non-qualified stock option to purchase Shares pursuant to the Company’s 2009 Stock Compensation Plan, as amended Plan (the “Plan”), upon the terms and conditions set forth below and in the attached Non-Qualified Stock Option Award Agreement:

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. 2009 STOCK COMPENSATION PLAN RESTRICTED STOCK AWARD CERTIFICATE (June 22nd, 2009)

This is to certify that Guardian Technologies International, Inc., a Delaware corporation (the “Company”), has granted to the person named below (the “Participant”) Restricted Stock Awards pursuant to the Company’s 2009 Stock Compensation Plan, as amended Plan (the “Plan”), upon the terms and conditions set forth below and in the attached Restricted Stock Award Agreement:

Guardian Technologies International Inc – Memorandum of understanding between Aurum Innova (Pty) Limited “Innova” and Guardian Technologies International (Guardian) and National Health Laboratory Services (NHLS) (May 13th, 2009)

Memorandum of understanding (MOU) between Innova, located at The Ridge, 29 Queens Road, Parktown, Johannesburg, South Africa 2193 and Guardian Technologies International, located at 516 Herndon Parkway, Suite A, Herndon Virginia, 20170 and the NHLS, located at 1 Modderfontein Road Sandringham, Johannesburg, South Africa.

Guardian Technologies International Inc – MASTER DEVELOPMENT AGREEMENT (May 13th, 2009)

THIS MASTER DEVELOPMENT AGREEMENT (this “Agreement”) is made on and effective from this 4th day of February, 2009 (“Effective Date”), between Guardian Technologies International Inc., (“Guardian”), a Delaware corporation having its principal place of business at 516 Herndon Parkway, Suite A, Herndon, VA, 20170, Aurum Innova (Pty) Ltd (“Innova”), a South African company having its principle place of business at The Ridge, 29 Queens Road, Parktown, Johannesburg, 2001, South Africa.  Capitalized terms used in this Agreement have the meanings given in Section 11.5 or in the context in which the term is used.

Guardian Technologies International Inc – Neil R.E. Carr Direct Phone: (202) 467-0916 Direct Fax: (202) 318-4486 ncarr@babirakcarr.com BABIRAK CARR A PROFESSIONAL CORPORATION ATTORNEYS AND COUNSELORS AT LAW 1920 L Street, N.W. Suite 525 Washington, D.C. 20036 Main Phone: (202) 467-0920 Main Fax: (202) 467-0919 www.babirakcarr.com (April 28th, 2008)
Guardian Technologies International Inc – April 23, 2008 Dear Fellow Shareholders: The purpose of this letter is to provide an update on the progress of the strategic initiatives implemented over the past twelve months and to provide general guidance on the near term prospects for the Company. I felt this was a good time to communicate with you, the shareholders of Guardian, following the filing of the Company’s annual report. I acknowledge that the past twelve months have not produced the shareholder value increases that we believe our strategic initiatives and accomplishments warranted. We have instituted a well-conceived and, to da (April 25th, 2008)

This transformation was initiated in August 2007 following the commercialization of our PinPoint product, and within the past thirty days we have begun to realize benefits from these changes. The international business development infrastructure we have created is generating a significant number of airport, port and private business revenue opportunities in Russia, the Ukraine, Saudi Arabia, Spain and Venezuela. We currently have several international proposals outstanding, and we are in a strong competitive position on each of the opportunities. In the United States, all of our efforts to date have focused on maneuvering our way through the verification and validation process of the Department of Homeland Security and the Transportation Security Administration. While our DHS and TSA progress has been deliberate and measured, in recent weeks we have been afforded the opportunity to present our technology’s benefits directly to the Chief Technology Office of TSA and to the Science and T

Guardian Technologies International Inc – SALES, INSTALLATION, AND SERVICING AGREEMENT TERM SHEET (April 16th, 2008)

This Term Sheet sets out general terms for a Sales, Installation, And Servicing Agreement between Guardian Technologies International, Inc. (Guardian), Herndon, VA, and Hi-Tec Aviation Safety & Security Systems Pvt. Ltd (Hi-Tec) with registered address, 210 A, Ansals Jyoti Shikhar, 8-District Centre, JanakPuri, New Delhi  110058, India (collectively the Parties) for Guardian’s Products (PinpointTM. nSightTM, and future healthcare technologies developed from Signature MappingTM) within the defined Territory.

Guardian Technologies International Inc – MARKETING LICENSE AGREEMENT (April 16th, 2008)

THIS MARKETING LICENSE AGREEMENT (this “Agreement”) is entered into by and between GUARDIAN TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation (hereinafter “GUARDIAN”), and EGC INFOMATICS, Inc. (d.b.a. International Threat Detection Systems [ITDS]), a Florida corporation, for itself and its affiliate companies (hereinafter collectively referred to as “EGC”), and shall be effective as of the 1st day of November, 2007 (the “Effective Date”).

Guardian Technologies International Inc – GUARDIAN DISTRIBUTOR AGREEMENT (April 16th, 2008)

THIS AGREEMENT is made as of March 14, 2008, by and between Guardian Technologies International, Inc, having its principal office at 516 Herndon Parkway, Suite A, Herndon, Virginia,(the "Company") and Borlas Security Systems, Ltd., with its principal office at 9, bld.1, Varshavskoe shosse, Moscow, Russian Federation, 117105 (the "Distributor").

Guardian Technologies International Inc – STRATEGIC ALLIANCE AND JOINT DEVELOPMENT AGREEMENT (April 16th, 2008)

This STRATEGIC ALLIANCE AND JOINT DEVELOPMENT AGREEMENT (the “Agreement”) is entered into as of October 16, 2007, by and between Guardian Technologies International, Inc., a Delaware corporation with offices located at 516 Herndon Parkway, Herndon, Virginia 20170 (“Guardian”), and Control Screening, LLC (d.b.a. AUTOCLEAR), a limited liability corporation located at 2 Gardner Road, Fairfield, New Jersey 07004 (“Control Screening”).

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. SUBSCRIPTION AGREEMENT ("Agreement") (April 9th, 2008)

THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  SUBSCRIBER SHOULD BE AWARE THAT SUBSCRIBER MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Guardian Technologies International Inc – CONVERTIBLE PROMISSORY NOTE (April 9th, 2008)

On this date of December 11, 2007, in return for valuable consideration received, the undersigned Borrower promises to pay to Mark Brunell, the “Lender”, the sum of One Hundred Thousand Dollars ($100,000.00), together with interest thereon at the rate of ten percent (10%) per annum.

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. INDEPENDENT DIRECTOR NON-QUALIFIED STOCK OPTION AWARD AGREEMENT AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN (December 17th, 2007)

THIS INDEPENDENT DIRECTOR NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this "Award Agreement") is dated as of this ____ day of _______________, 200_, by and between Guardian Technologies International, Inc., a Delaware corporation (the “Company”), and _________________________________________ (the “Participant”).

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. Amended Policy Regarding Compensation of Independent Directors Effective Commencing January 1, 2008 (December 17th, 2007)

The board of directors (the “Board”) of Guardian Technologies International, Inc., a Delaware corporation (the “Company”), has adopted the following Amended Policy Regarding Compensation of Independent Directors (“Policy”) pursuant to the recommendations of the Compensation Committee of the Company.  This Policy supersedes and replaces in its entirety the “Policy Regarding Compensation of Independent Directors” adopted by the Board effective December 22, 2005.  The purpose of the Policy is to attract and retain qualified independent members of the Board.

Guardian Technologies International Inc – Void after 5:00 p.m. Washington, D.C., Time on ______________, 2012 CLASS G COMMON STOCK PURCHASE WARRANT AGREEMENT GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. (November 13th, 2007)

This is to certify that, subject to the provisions of this Class G Common Stock Purchase Warrant Agreement (the “Warrant Agreement”) and for value received, _____________________________ (the "Holder"), is entitled to purchase ____________________________ (_____) shares of common stock, $.001 par value per share (the "Common Stock;" that warrant, the “Warrant”), subject to adjustment as set forth herein, of Guardian Technologies International, Inc., a Delaware corporation (the "Company"), at any time during the period beginning ______________, 2007 (the “Issue Date”), and ending Sixty (60) months after the Issue Date (the "Expiration Date"), but not later than 5:00 p.m. Eastern Standard Time on the Expiration Date, at an exercise price of One Dollar Seventy-Five Cents ($1.75) per share, subject to adjustment as set forth herein  (the "Exercise Price").

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. SUBSCRIPTION AGREEMENT ("Agreement") (November 13th, 2007)

THE SECURITIES SUBSCRIBED FOR BY THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.  SUBSCRIBER SHOULD BE AWARE THAT SUBSCRIBER MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Guardian Technologies International Inc – Void after 5:00 p.m. Washington, D.C., Time on ______________, 2010 CLASS F COMMON STOCK PURCHASE WARRANT AGREEMENT GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. (November 13th, 2007)

This is to certify that, subject to the provisions of this Class F Common Stock Purchase Warrant Agreement (the “Warrant Agreement”) and for value received, _____________________________ (the "Holder"), is entitled to purchase ____________________________ (_____) shares of common stock, $.001 par value per share (the "Common Stock;" that warrant, the “Warrant”), subject to adjustment as set forth herein, of Guardian Technologies International, Inc., a Delaware corporation (the "Company"), at any time during the period beginning ______________, 2007 (the “Issue Date”), and ending thirty-six (36) months after the Issue Date (the "Expiration Date"), but not later than 5:00 p.m. Eastern Standard Time on the Expiration Date, at an exercise price of Eighty Cents ($0.80) per share, subject to adjustment as set forth herein  (the "Exercise Price").

Guardian Technologies International Inc – GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN (Employee Form) (November 13th, 2007)

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT ("Award Agreement") is dated as of this ____ day of _______________, _______, by and between Guardian Technologies International, Inc., a Delaware corporation (the “Company”), and _________________________________________ (the “Participant”).