VOTING AGREEMENT THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of February 19, 2004, by each of the persons whose names appear on the signature pages hereof (the "Stockholders" or individually, each a "Stockholder"), in favor of...Voting Agreement • February 27th, 2004 • Thinking Tools Inc • Services-educational services • 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 10.3 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...Gvi Security Solutions Inc • June 8th, 2004 • Communications equipment, nec • New York
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
Exhibit 10.1 ------------------------------------------------------------------ -------------- This Note and the securities issuable on conversion hereof have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or...Thinking Tools Inc • May 7th, 2001 • Services-educational services • New York
RECITALSSecurities Purchase Agreement • December 28th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
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
AGREEMENT ---------Agreement • April 14th, 2004 • Thinking Tools Inc • Services-educational services • New York
ARTICLE I INTEREST & PREPAYMENTSGvi Security Solutions Inc • June 8th, 2004 • Communications equipment, nec • New York
DEVELOPMENT AGREEMENT between THINKING TOOLS, INC. and SHL SYSTEMHOUSE INC.Development Agreement • October 15th, 1996 • Thinking Tools Inc • Services-educational services • Ontario
BY AND AMONGAgreement and Plan of Merger • July 16th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
VOTING AGREEMENTVoting Agreement • March 22nd, 2000 • Thinking Tools Inc • Services-educational services • New York
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
SERVICES AGREEMENT between THINKING TOOLS, INC. and SHL SYSTEMHOUSE INC.Services Agreement • October 15th, 1996 • Thinking Tools Inc • Services-educational services • Ontario
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
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...Security Agreement • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
BY AND AMONGAgreement and Plan of Merger • February 27th, 2004 • Thinking Tools Inc • Services-educational services • New York
AGREEMENTAgreement • August 27th, 2002 • Thinking Tools Inc • Services-educational services • 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
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
ARTICLE I INTERESTGvi Security Solutions Inc • June 8th, 2004 • 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
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...Office Lease • October 15th, 1996 • Thinking Tools Inc • Services-educational services
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
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”).
BACKGROUNDSecurity Agreement • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • 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.
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
BACKGROUNDStock Pledge Agreement • June 8th, 2004 • Gvi Security Solutions Inc • Communications equipment, nec • New York
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 26th, 2007 • Gvi Security Solutions Inc • Communications equipment, nec • Texas
SECURITY AGREEMENTSecurity Agreement • November 26th, 2007 • Gvi Security Solutions Inc • Communications equipment, nec
THIS AGREEMENT, dated as of November 20, 2007, is made by and between GVI SECURITY SOLUTIONS, INC., a Delaware corporation (the “Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Secured Party”), acting through its Wells Fargo Business Credit operating division.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2009 • Gvi Security Solutions Inc • Communications equipment, nec • New York
This AMENDMENT (this “Amendment”), made and entered into as of October 21, 2009, by and between GVI Security Solutions, Inc., a Delaware corporation (the “Company”), and Steven E. Walin (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
SECURITY AGREEMENT (this “Agreement”), dated as of October 4, 2006 (this “Agreement”) between GVI SECURITY SOLUTIONS, INC., a Delaware corporation (the “Parent”), GVI SECURITY, INC., a Delaware corporation (“GVI” and together with Parent, collectively, the “Company”), and W-net, Inc., a California corporation (in such capacity, the “Collateral Agent”) for the holders of the Notes (as defined below) listed on Schedule A hereto (collectively, the “Holders”).
