Security With Advanced Technology, Inc. Sample Contracts

A4S TECHONOLOGIES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • April 22nd, 2005 • A4s Technologies Inc • Colorado

Newbridge Securities Corporation Bathgate Capital Partners LLC As Representatives of the several Underwriters named in Schedule I hereto

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EXHIBIT 4.2 WARRANT AGREEMENT This Warrant Agreement (the "Agreement"), made and entered into as of June ___, 2005, by and between A4S SECURITY, INC., a Colorado corporation (the "Company"), and CORPORATE STOCK TRANSFER, INC., a Colorado corporation,...
Warrant Agreement • June 22nd, 2005 • A4s Security, Inc. • Services-computer integrated systems design • Colorado
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 27th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

This Registration Rights Agreement (this “AGREEMENT”) is made and entered into as of March ___, 2007, by and among Security With Advanced Technology, Inc., a Colorado corporation (the “COMPANY”), and the investors signatory hereto (each a “INVESTOR” and collectively, the “INVESTORS”).

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WARRANT AGREEMENT
Warrant Agreement • April 17th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

This Warrant Agreement (the “Agreement”), made and entered into as of April 12, 2007, by and between SECURITY WITH ADVANCED TECHNOLOGY, INC. (f/k/a A4S Security, Inc.), a Colorado corporation (the “Company”), and CORPORATE STOCK TRANSFER, INC., a Colorado corporation, as Warrant Agent (the “Warrant Agent”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 22nd, 2008 • Security With Advanced Technology, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Colorado

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 19, 2008, effective as of September 19, 2008, by Security With Advanced Technology, Inc., a Colorado corporation (the “Employer”), and Eric P. Wenaas, an individual who is a resident of San Diego, CA (the “Executive”).

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Warrant Agreement • August 27th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

This Warrant and the underlying shares of Common Stock represented by this Certificate have not been registered under the Securities Act of 1933 (the “Act”), and are “restricted securities” as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the reasonable satisfaction of the Company.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 17th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

This Registration Rights Agreement (this “AGREEMENT”) is made and entered into as of April 9, 2007, by and among Security With Advanced Technology, Inc., a Colorado corporation (the “COMPANY”), and the investors signatory hereto (each a “INVESTOR” and collectively, the “INVESTORS”).

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EXHIBIT 10.7 FORM OF CONSULTING AGREEMENT NEWBRIDGE SECURITIES CORPORATION BATHGATE CAPITAL PARTNERS LLC
Consulting Agreement • June 3rd, 2005 • A4s Security, Inc. • Services-computer integrated systems design • Florida
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Contract
Warrant Agreement • March 27th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

This Warrant and the underlying shares of Common Stock represented by this Certificate have not been registered under the Securities Act of 1933 (the “Act”), and are “restricted securities” as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the reasonable satisfaction of the Company.

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EXHIBIT 1.1 A4S SECURITY, INC. UNDERWRITING AGREEMENT Newbridge Securities Corporation Bathgate Capital Partners LLC As Representatives of the several Underwriters named in Schedule I hereto Dear Sirs: A4S Security, Inc., a Colorado corporation (the...
Underwriting Agreement • June 3rd, 2005 • A4s Security, Inc. • Services-computer integrated systems design • Florida
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Warrant Agreement • January 21st, 2011 • PepperBall Technologies, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR IN ACCORDANCE WITH APPLICABLE LAW.

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WARRANT CONVERSION AGREEMENT
Warrant Conversion Agreement • July 2nd, 2008 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

THIS WARRANT CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of December, 2007 (the “Effective Date”) by and between Security With Advanced Technology, Inc., a Colorado corporation (the “Company”), and the warrant holder(s) set forth on the signature page to this Agreement (each, a “Warrant Holder”).

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Warrant Agreement • January 5th, 2011 • PepperBall Technologies, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF OR IN ACCORDANCE WITH APPLICABLE LAW.

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SUBORDINATED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT by and among A4S TECHNOLOGIES, INC., AS THE COMPANY and GREGORY PUSEY, AS AGENT and THE PURCHASERS IDENTIFIED ON ANNEX A ATTACHED HERETO February 20, 2004
Subordinated Convertible Note and Warrant Purchase Agreement • April 22nd, 2005 • A4s Technologies Inc • Montana

THIS SUBORDINATED COVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of February 20, 2004, is by and among A4S Technologies, Inc., a Montana corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and GREGORY PUSEY, as administrative agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

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SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT by and among A4S TECHNOLOGIES, INC., AS THE COMPANY and GREGORY PUSEY, AS AGENT and THE PURCHASERS IDENTIFIED ON ANNEX A ATTACHED HERETO August 24, 2004
Subordinated Convertible Note Purchase Agreement • April 22nd, 2005 • A4s Technologies Inc • Montana

THIS SUBORDINATED COVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 24, 2004, is by and among A4S Technologies, Inc., a Montana corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and GREGORY PUSEY, as administrative agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

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LOAN AGREEMENT Dated as of January 15, 2010 by and between JAMES SIMPSON FOUNDATION, A CALIFORNIA NON PROFIT CORPORATION as Lender and PEPPERBALL TECHNOLOGIES, INC. as Borrower TOTAL CREDIT AMOUNT: $200,000
Loan Agreement • January 22nd, 2010 • PepperBall Technologies, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • California

The information set forth above is subject to the terms and conditions set forth in the balance of this Agreement. The parties agree as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2008 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December ____, 2007 (the “Effective Date”), by and between Security With Advanced Technology, Inc., a Colorado corporation (the “Company”), and the investors identified on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). The Company and the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2006 • A4s Security, Inc. • Services-computer integrated systems design • Colorado

This Registration Rights Agreement (this “AGREEMENT”) is made and entered into as of September 29, 2006, by and among A4S Security, Inc., a Colorado corporation (the “COMPANY”), and the investors signatory hereto (each a “INVESTOR” and collectively, the “INVESTORS”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 22nd, 2006 • A4s Security, Inc. • Services-computer integrated systems design • Colorado

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of June 22, 2006, by and between A4S Security, Inc., a Colorado corporation f/k/a A4S Technologies, Inc. (“Employer”), and Michael Siemens, an individual who is a resident of Fort Collins, Colorado (“Executive”).

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PepperBall Technologies, Inc. Extension Agreement Secured Convertible Promissory Note With Warrant Attached
Extension Agreement • January 5th, 2011 • PepperBall Technologies, Inc. • Ordnance & accessories, (no vehicles/guided missiles)

This Secured Convertible Promissory Note Extension Agreement (“Note Extension Agreement”) is entered into by and between PepperBall Technologies, Inc. a Colorado corporation (the Company), and ______________________(Investor).

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VOTING AGREEMENT BY AND AMONG SECURITY WITH ADVANCED TECHNOLOGY, INC. PEPPERBALL TECHNOLOGIES, INC. AND CERTAIN STOCKHOLDERS OF PEPPERBALL TECHNOLOGIES, INC. Dated as of May 27, 2008
Voting Agreement • June 2nd, 2008 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • California

VOTING AGREEMENT (the “Agreement”), dated as of May 27, 2008, by and among PepperBall Technologies, Inc., a Delaware corporation (“PepperBall”), Security With Advanced Technology, Inc., a Colorado corporation (“SWAT”), and the individuals listed on Schedule A attached hereto (each a “Stockholder” and collectively, the “Stockholders”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Merger Agreement • June 2nd, 2008 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • California

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of May 27, 2008, is among PepperBall Technologies, Inc., a Delaware corporation (the “Company”), Security With Advanced Technology, Inc., a Colorado corporation (“SWAT”) and PTI Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of SWAT (“Merger Sub”). Certain capitalized and non-capitalized terms used herein are defined in Section 8.13.

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PLAN OF MERGER by and among A4S SECURITY, INC., a Colorado corporation, VIZER MERGER SUB, INC., a Colorado corporation, VIZER GROUP, INC., a Colorado corporation, AVURT INTERNATIONAL, INC., a Colorado corporation, Sandy Sutton, Scott G. Sutton and...
Merger Agreement • November 14th, 2006 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

PLAN OF MERGER (“Agreement”) dated as of September 3, 2006, by and among A4S Security, Inc., a Colorado corporation (“A4S”), Vizer Merger Sub, Inc., a Colorado corporation (the “Merger Sub”), Vizer Group, Inc., a Colorado corporation (“Vizer”), Avurt International, Inc., a Colorado corporation (“Avurt”, and together with Vizer, the “Targets” and each, a “Target”), and Sandy Sutton, Scott G. Sutton (the “Suttons”) and Michael Cox (together with the Suttons, the “Shareholders”).

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UNCONDITIONAL GUARANTY
Unconditional Guaranty • December 15th, 2009 • PepperBall Technologies, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • California

This Guaranty is made as of December 10, 2009 by each of the undersigned guarantors (individually, a “Guarantor” and collectively, the “Guarantors”) for the benefits of Agility Capital, LLC (“Lender”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 28th, 2009 • PepperBall Technologies, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • California

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of April, 2009 (the “Effective Date”) by and between PepperBall Technologies, Inc., a Colorado corporation (the “Company”), and the investors set forth on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 17th, 2006 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of October 11, 2006, by and between Security With Advanced Technology, Inc., f\k\a A4S Security, Inc., a Colorado corporation and f/k/a A4S Technologies, Inc. (“Employer”), and Matthew Siemens, an individual who is a resident of Wildwood, Missouri (“Executive”).

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IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENT
Subscription Agreement • October 3rd, 2006 • A4s Security, Inc. • Services-computer integrated systems design

The undersigned (the “Subscriber”) hereby tenders this subscription for the purchase of securities (the “Securities”) of A4S Security, Inc. (the “Company”), consisting of units (“Units”). The Units are described in the Private Placement Memorandum dated August 16, 2006, as amended (the Memorandum”). The Subscriber understands that a subscription for the Securities may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be promptly returned, without interest thereon or deduction therefrom. By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with their obligations under applicable securities laws.

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First AMENDMENT TO LOAN AGREEMENT
Loan Agreement • January 21st, 2011 • PepperBall Technologies, Inc. • Ordnance & accessories, (no vehicles/guided missiles)

This First Amendment to Loan Agreement is entered into as of January 14, 2011 (the “Amendment”), by and between J.A. G.L. Simpson Trust, Dtd May 18, 1988, A California Trust (“Lender”) and PEPPERBALL TECHNOLOGIES, INC., a Colorado corporation (“Borrower”).

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FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 11th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Colorado

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT dated as of December 15, 2006 (this “Amendment”), by and among the Security With Advanced Technology, Inc., a Colorado corporation, f/k/a A4S Security, Inc. (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”).

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ROYALTY AGREEMENT
Royalty Agreement • July 13th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Delaware

This Royalty Agreement (this “Agreement”) is entered into as of July 10, 2007 (the “Effective Date”), by and between Perfect Circle Projectiles, LLC, an Illinois limited liability company (“Seller”), and PCP Acquisition, Inc., a Colorado corporation (“Buyer”). Each of Seller and Buyer shall be referred to herein individually as a “Party,” and collectively as the “Parties.”

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EXHIBIT 4.5 Explanatory note to attached: Representatives' Option for the Purchase of Common Stock The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated , 2005 ("Underwriting Agreement") with A4S Security, Inc....
Underwriting Agreement • June 3rd, 2005 • A4s Security, Inc. • Services-computer integrated systems design
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CONSULTING AGREEMENT
Consulting Agreement • July 13th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Delaware

This Consulting Agreement (this “Agreement”), is made as of July 10, 2007 (the “Effective Date”), by and among PCP Acquisition, Inc., a Colorado corporation, and its successors and assigns (the “Company”), Perfect Circle Projectiles, LLC, an Illinois limited liability company (“Seller”), and Gary E. Gibson (“Consultant”).

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SUPPLY AGREEMENT
Supply Agreement • June 5th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Delaware

This Supply Agreement (this “Agreement”) is made and entered into as of May 30, 2007 (the “Effective Date”), by and between [Confidential treatment requested — the omitted information has been filed separately with the Securities and Exchange Commission], with offices at [Confidential treatment requested — the omitted information has been filed separately with the Securities and Exchange Commission] (“Seller”), and Security With Advanced Technology, Inc., a Colorado corporation, with offices at 10855 Dover Street, Suite 1000, Westminster, Colorado 80021-3936 (“Buyer”).

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PLAN OF MERGER by and among A4S SECURITY, INC., a Colorado corporation, VIZER MERGER SUB, INC., a Colorado corporation, VIZER GROUP, INC., a Colorado corporation, AVURT INTERNATIONAL, INC., a Colorado corporation, Sandy Sutton, Scott G. Sutton and...
Plan of Merger • September 5th, 2006 • A4s Security, Inc. • Services-computer integrated systems design • Colorado

PLAN OF MERGER (“Agreement”) dated as of September 3, 2006, by and among A4S Security, Inc., a Colorado corporation (“A4S”), Vizer Merger Sub, Inc., a Colorado corporation (the “Merger Sub”), Vizer Group, Inc., a Colorado corporation (“Vizer”), Avurt International, Inc., a Colorado corporation (“Avurt”, and together with Vizer, the “Targets” and each, a “Target”), and Sandy Sutton, Scott G. Sutton (the “Suttons”) and Michael Cox (together with the Suttons, the “Shareholders”).

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CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Confidentiality and Non-Competition Agreement • July 13th, 2007 • Security With Advanced Technology, Inc. • Services-computer integrated systems design • Delaware

THIS AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of July, 2007, by Perfect Circle Projectiles, LLC, an Illinois limited liability company (“PCP”), and certain key employees of PCP party hereto (“Employees”), for the benefit of PCP Acquisition, Inc., a Colorado corporation, and its successors and assigns (collectively, the “Company”).

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