REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2006 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November __, 2006, among Guardian Technologies International, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • November 8th, 2006 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 1st day of November 2006, by and among Guardian Technologies International, Inc., a Delaware corporation (the “Company”), having an address at 516 Herndon Parkway, Suite A, Herndon, Virginia 20170, Midtown Partners & Co., LLC, a Florida limited liability company (“Placement Agent”), having an address at 7491 Estrella Circle, Boca Raton, Florida 33433, and Signature Bank (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement, dated as of November _, 2006 (the “Purchase Agreement”), as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2006 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2006 among Guardian Technologies International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SERIES D COMMON STOCK PURCHASE WARRANT GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.Guardian Technologies International Inc • November 8th, 2006 • Wholesale-computers & peripheral equipment & software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, (i) at any time on or after the date hereof (such date, the “First Initial Exercise Date”) in connection with 50% of the Warrant Shares (as defined below) (such 50% of the Warrant Shares, the “First Closing Warrant Shares”) and (ii) at any time on or after the later of the Second Closing Date and the Second Closing Payment Date (as defined in Section 2(d)(ii)) (the later of such dates, the “Second Initial Exercise Date”) in connection with the remaining portion of the Warrant Shares (such remaining portion of the Warrant Shares, the “Second Closing Warrant Shares”) and on or prior to the close of business on the 5 year anniversary of the First Initial Exercise Date (such date, the “First Termination Date”) in connection with the First Closing Warrant Shares or
AMENDMENT NO. 2 TO ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • November 8th, 2006 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software
This AMENDMENT NO. 2, dated as of November 7, 2006, to the ESCROW DEPOSIT AGREEMENT (the “Agreement”) dated as of November 1, 2006, and amended as of November 3, 2006, by and among Guardian Technologies International, Inc., a Delaware corporation (the “Company”), having an address at 516 Herndon Parkway, Suite A, Herndon, Virginia 20170, Midtown Partners & Co., LLC, a Florida limited liability company (“Placement Agent”), having an address at 7491 Estrella Circle, Boca Raton, Florida 33433, and Signature Bank (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in the Agreement.
ContractGuardian Technologies International Inc • November 8th, 2006 • Wholesale-computers & peripheral equipment & software • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Midtown Partners & Co., LLCPlacement Agent Agreement • November 8th, 2006 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • Florida
PLACEMENT AGENT’S WARRANT GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.Guardian Technologies International Inc • November 8th, 2006 • Wholesale-computers & peripheral equipment & software
THIS PLACEMENT AGENT’S WARRANT (the “Warrant”) certifies that, for value received, Midtown Partners & Co., LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, (i) at any time on or after the date hereof (such date, the “First Initial Exercise Date”) to subscribe for and purchase up to ______ shares of common stock, $.001 par value per share (the “Common Stock”), of Guardian Technologies International, Inc. (the “Company”) (such shares, the “First Closing Warrant Shares”) and (ii) at any time on or after the later of the Second Closing Date or the Second Closing Payment Date (as defined in Section 2(d)(ii) below) (the later of such dates, the “Second Initial Exercise Date”) and subject to the exercise limitations and cancellation provisions set forth in Section 2(d)(ii), to subscribe for and purchase up to ______ shares of Common Stock of the Company (such shares, the “Second Closing Warrant Shares” and toge
AMENDMENT NO. 1 TO ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • November 8th, 2006 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software
This AMENDMENT NO. 1, dated as of November 3, 2006, to the ESCROW DEPOSIT AGREEMENT (the “Agreement”) dated as of November 1, 2006, by and among Guardian Technologies International, Inc., a Delaware corporation (the “Company”), having an address at 516 Herndon Parkway, Suite A, Herndon, Virginia 20170, Midtown Partners & Co., LLC, a Florida limited liability company (“Placement Agent”), having an address at 7491 Estrella Circle, Boca Raton, Florida 33433, and Signature Bank (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in the Agreement.
