CONSULTING AGREEMENT This Consulting Agreement (this "Agreement"), is made as of February 18, 2004, by and among Thinking Tools, Inc. (the "Company"), with an address at 200 Park Avenue, Suite 3900, New York, New York 10166, and Europa International,...Consulting Agreement • July 1st, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
Exhibit 10.3 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Thinking Tools, Inc.,...Joint Filing Agreement • March 9th, 2004 • Thinking Tools Inc • Services-educational services
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Thinking Tools, Inc., and hereby affirm that this Amendment No. 3 to Schedule 13D is being filed on behalf of each of the undersigned.
Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this "Agreement") is made and entered into as of this 22nd day of July, 2003, by and between GVI Security, Inc., a Delaware corporation (the "Company") and Thomas Wade...Executive Employment Agreement • April 14th, 2004 • Thinking Tools Inc • Services-educational services • Texas
Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 27, 2004, by and between GVI Security Solutions, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund,...Registration Rights Agreement • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
RECITALSSecurities Purchase Agreement • December 28th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of February 19, 2004 (this "Agreement"), by and among Thinking Tools, Inc., a Delaware corporation (the "Company"), and each of the stockholders of the...Registration Rights Agreement • February 27th, 2004 • Thinking Tools Inc • Services-educational services • Delaware
Exhibit 2.3 VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of July __, 2004, by each of the persons whose names appear on the signature pages hereof (the "Stockholders" or individually, each a "Stockholder"), in...Voting Agreement • July 16th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
GVI - ESI ALLIANCE MEMORANDUM OF UNDERSTANDING NOVEMBER 5, 2004 PURPOSE: 1. To create an alliance between GVI and ESI whereby ESI exclusively runs all worldwide retail sales and distribution of consumer security products and GVI runs sales and...Memorandum of Understanding • November 9th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec
DEVELOPMENT AGREEMENT between THINKING TOOLS, INC. and SHL SYSTEMHOUSE INC.Development Agreement • October 15th, 1996 • Thinking Tools Inc • Services-educational services • Ontario
GVI SECURITY SOLUTIONS, INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this 29th day of October, 2004 between GVI Security Solutions, Inc., a Delaware corporation (the "Company"), and ___________________ (the "Subscriber"). WHEREAS, the...Subscription Agreement • December 13th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
BY AND AMONGMerger Agreement • July 16th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
DISTRIBUTOR AGREEMENT This Agreement effective as of August 31, 2004("Effective Date"), is made and entered into by and between : Samsung Electronics Co., Ltd., with its principal office at 416 Maetan-3Dong, Yeongtong-Gu, Suwon City, Gyeonnggi-Do,...Distributor Agreement • July 1st, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
VOTING AGREEMENTVoting Agreement • March 22nd, 2000 • Thinking Tools Inc • Services-educational services • New York
AGREEMENTShareholder Agreement • August 27th, 2002 • Thinking Tools Inc • Services-educational services • New York
BY AND AMONGMerger Agreement • February 27th, 2004 • Thinking Tools Inc • Services-educational services • New York
Exhibit 10.8 GVI SECURITY SOLUTIONS, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o Ironshore Corporate Services, Ltd. P.O. Box 1234 G.T Queensgate House South Church Street Grand Cayman, Cayman Islands...Master Security Agreement • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
Exhibit 2.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of July __, 2004 (this "Agreement"), by and among GVI Security Solutions, Inc., a Delaware corporation (the "Company"), and each of the...Registration Rights Agreement • July 16th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • Delaware
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
SERVICES AGREEMENT between THINKING TOOLS, INC. and SHL SYSTEMHOUSE INC.Services Agreement • October 15th, 1996 • Thinking Tools Inc • Services-educational services • Ontario
Exhibit 10.6 February 25, 2000 AdSmart Corporation 100 Brick Stone Square Andover, MA 01810 Re: Consent to Assignment and Amendment to Agreement Ladies and Gentlemen: Reference is made to the AdSmart Corporation Representation Agreement (the...Representation Agreement • May 1st, 2000 • Thinking Tools Inc • Services-educational services
CONSENT, WAIVER AND AMENDMENT Reference is hereby made to the Stock Purchase and Loan Agreement dated as of September 26, 1994 (the "Stock Purchase Agreement") between THINKING TECHNOLOGIES, L.P., by and through its general partner, Knoll Capital...Stock Purchase and Loan Agreement • October 15th, 1996 • Thinking Tools Inc • Services-educational services
ARTICLE I INTEREST & PREPAYMENTSSecured Revolving Note • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
GVI SECURITY SOLUTIONS, INC. AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT dated as of May 27, 2004 and amended and restated as of October 4, 2006Securities Purchase Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of May 27, 2004, and amended and restated as of September __, 2006 (the “Restatement Date”), by and between GVI SECURITY SOLUTIONS, INC., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd., a Cayman Islands company (the "Purchaser"). This Securities Purchase Agreement amends and restates in its entirety that certain Securities Purchase Agreement made by the Company in favor of Purchaser on May 27, 2004 (the “Original Purchase Agreement”).
ARTICLE I INTERESTSecured Convertible Minimum Borrowing Note • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
LOGO OF COMERICA] CREDIT AGREEMENT THIS CREDIT AGREEMENT is made and delivered to be effective as of November 1, 2003, by GVI SECURITY, INC., a Delaware corporation, d/b/a SAMSUNG CCTV (herein referred to with all successors, assigns and/or personal...Credit Agreement • April 14th, 2004 • Thinking Tools Inc • Services-educational services • Texas
Exhibit 3 COMMON STOCK OPTION AGREEMENT THIS COMMON STOCK OPTION AGREEMENT ("Agreement") is made and entered into as of May 15, 2003, between Thomas Wade ("Stockholder") and GVI Acquisition, LLC, a limited liability company ("Optionee ") with respect...Common Stock Option Agreement • March 9th, 2004 • Thinking Tools Inc • Services-educational services • California
Thinking Technologies, LP shall loan the Company up to $350,000. , which will include appropriate and necessary management expenses of Knoll Capital Management, at 10% interest per annum pursuant to a promissory note maturing on the earlier of (a) 90...Bridge Financing Agreement • April 19th, 1999 • Thinking Tools Inc • Services-educational services
In order to meet the immediate needs of Thinking Tools, Inc. a Delaware corporation (the "Company"), Thinking Technologies, LP ("Lender") and the Company agree to the following terms as of January 15, 1998, with future matters as agreed by the parties.
CONFORMED COPY ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MARCH 7, 2000Asset Purchase Agreement • March 22nd, 2000 • Thinking Tools Inc • Services-educational services • New York
JOINT FILING AGREEMENT ----------------------Joint Filing Agreement • August 27th, 2002 • Thinking Tools Inc • Services-educational services
The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Thinking Tools, Inc., and hereby affirm that this Amendment No. 2 to Schedule 13D is being filed on behalf of each of the undersigned.
BACKGROUNDStock Pledge Agreement • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
FULL SERVICE OFFICE LEASE - MONTEREY ARTICLE 1. SALIENT LEASE TERMS THIS LEASE is dated for reference purposes only this 19th day of August _, 1994. 1.1. Rent Payment: KI Monterey Research, Inc. c/o The Edward Pike Company P.0. Box 689 Orinda, CA...Full Service Office Lease • October 15th, 1996 • Thinking Tools Inc • Services-educational services
BACKGROUNDSecurity Agreement • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
This Security Agreement is made as of May 27, 2004, and amended and restated as of October 4, 2006 (the “Restatement Date”), by and between LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”) and GVI Security Solutions, Inc., a Delaware corporation (the “Company”). This Security Agreement amends and restates in its entirety that certain Security Agreement made by the Company in favor of Laurus on May 27, 2004 (the “Original Security Agreement”).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 26th, 2007 • Gvi Security Solutions Inc • Communications equipment, nec • Texas
