SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 20th, 2015 • Guardian 8 Holdings • Services-detective, guard & armored car services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2015, by and between GUARDIAN 8 HOLDINGS, a Nevada corporation, with headquarters located at 7432 East Tierra Buena Lane - Suite 102, Scottsdale, AZ 85260 (the “Company”), and VIS VIRES GROUP, INC., a New York corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
ContractTerm Note • May 14th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GUARDIAN 8 HOLDINGS THAT SUCH REGISTRATION IS NOT REQUIRED.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2015 • Guardian 8 Holdings • Services-detective, guard & armored car services • Arizona
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into to be effective as of January 1, 2015 (the “Effective Date”) between Guardian 8 Corporation, a Nevada corporation (the “Company”), located at 7432 E. Tierra Buena Lane, Suite 102, Scottsdale, AZ 85260 and Jose Rojas (the “Executive”), residing at ___________________________________________.
FORM OF PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 28th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
This PLEDGE AND SECURITY AGREEMENT, (the “Agreement”), dated as of May 27, 2014, by and among Guardian 8 Holdings, a Nevada corporation, with headquarters located at 15230 N. 75th Street, Suite 1002, Scottsdale, Arizona 85260 (the “Company”), Guardian 8 Corporation, a Nevada corporation, with headquarters located at 15230 N. 75th Street, Suite 1002, Scottsdale, Arizona 85260 (the “Guarantor” and the Guarantor together with the Company, the “Debtors” and each a “Debtor”) and such Holders of those certain Senior Secured Debentures due as of the date hereof (or other date as set forth therein) (each a “Secured Party” and together, the “Secured Parties”) in the aggregate principal amount of $5,250,000, as the same may be amended from time to time, (the “Debentures”), issued by the Company to the Secured Parties in connection with that certain Securities Purchase Agreement entered into by and among the Company, the Guarantor and the Secured Parties, and guaranteed by the Guarantor, on the d
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2015 • Guardian 8 Holdings • Services-detective, guard & armored car services
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2015, by and between Guardian 8 Holdings, a Nevada corporation, with headquarters located at 7432 E. Tierra Buena Lane, Suite 102, Scottsdale, Arizona 85260 (“Parent”), and the undersigned buyers (each individually, a “Buyer,” and collectively, the “Buyers”).
ContractTerm Note • February 25th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GUARDIAN 8 HOLDINGS THAT SUCH REGISTRATION IS NOT REQUIRED.
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 30, 2010 BY AND AMONG GLOBAL RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS, a Nevada corporation AND G8 ACQUISITION SUBSIDIARY, INC., a Nevada corporation AND GUARDIAN 8 CORPORATION, a Nevada corporationMerger Agreement • February 23rd, 2011 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
This Agreement and Plan of Merger (this “Agreement”), dated as of July 30, 2010, is by and among Global Risk Management & Investigative Solutions, a Nevada corporation (“GRMI”), G8 Acquisition Subsidiary, Inc., a Nevada corporation and wholly owned subsidiary of GRMI (“G8 Sub”), and Guardian 8 Corporation, a Nevada corporation (“Guardian 8”).
GLOBAL RISK MANAGEMENT & INVESTIGATIVE SOLUTIONS STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • April 14th, 2009 • Global Risk Management & Investigative Solutions • Services-detective, guard & armored car services • Nevada
This Strategic Alliance Agreement (this "Agreement") is entered into as of the 15th day of November, 2007 (hereinafter referred to as the effective date of the Agreement), by and among Global Intelligence Network, a Nevada corporation; Attorney’s Process & Investigation Services, Inc., a Wisconsin corporation; Griffin Investigations, a Nevada corporation; AmericanChecked, Inc., a Oklahoma corporation; GGS-US, a Nevada corporation; International Investigative Solutions, a Nevada corporation; and, AP-ID Incorporated, a Nevada corporation (hereinafter referred to individually as “Member” and collectively as “Members”)), and Global Risk Management & Investigative Solutions, a Nevada corporation (hereinafter referred to as "GRMIS"), Members and GRMIS are collectively referred to herein as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • April 14th, 2009 • Global Risk Management & Investigative Solutions • Services-detective, guard & armored car services • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the10 day of Oct, 2008, by and between Global Risk Management, Inc., a Nevada corporation (“Global”), and Kyle Edwards (“Edwards”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 28th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 27, 2014, by and among Guardian 8 Corporation, a Nevada corporation, with headquarters located at 15230 N. 75th Street, Suite 1002, Scottsdale, Arizona 85260 (the “Company”), Guardian 8 Holdings, a Nevada corporation, with headquarters located at 15230 N. 75th Street, Suite 1002, Scottsdale, Arizona 85260 (“Parent”) and the investors listed on the Schedule of Buyers attached hereto (each individually, a “Buyer,” and collectively the “Buyers”).
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2015 • Guardian 8 Holdings • Services-detective, guard & armored car services • New York
This Third Amendment to Securities Purchase Agreement, dated as of October 7, 2015 (this “Amendment”), is entered into by and among Guardian 8 Corporation, a Nevada corporation (the “Company”), Guardian 8 Holdings, a Nevada corporation (“Parent”), and the investors listed on the signatory pages hereto (each individually, a “Buyer”, and collectively the “Buyers”).
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • August 14th, 2013 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to James G. Miller, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Fifty Thousand Dollars ($50,000), dated March 6, 2013, which Note becomes due and payable on or about June 4, 2013.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 14th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to C. Stephen Cochennet, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Fifty Thousand Dollars ($50,000), dated September 18, 2013, which Note becomes due and payable on or about April 30, 2014.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • August 14th, 2013 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to C. Stephen Cochennet, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Fifty Thousand Dollars ($50,000), dated March 6, 2013, which Note becomes due and payable on or about June 4, 2013.
ContractPromissory Note • February 19th, 2016 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GUARDIAN 8 HOLDINGS THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2015 • Guardian 8 Holdings • Services-detective, guard & armored car services • New York
This First Amendment to Securities Purchase Agreement, dated as of April 24, 2015 (this “Amendment”), is entered into by and among Guardian 8 Corporation, a Nevada corporation (the “Company”), Guardian 8 Holdings, a Nevada corporation (“Parent”), and the investors listed on the signatory pages hereto (each individually, a “Buyer”, and collectively the “Buyers”).
EXHIBIT H JOINDER TO PLEDGE AND SECURITY AGREEMENTJoinder to Pledge and Security Agreement • June 8th, 2015 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
This Joinder to Pledge and Security Agreement (this “Agreement”) dated June 2, 2015 is made by and among Guardian 8 Holdings, a Nevada corporation (the “Company”), Guardian 8 Corporation, a Nevada corporation (the “Guarantor” and the Guarantor together with the Company, the “Debtors” and each a “Debtor”), and such Holders of those certain Senior Secured Debentures dated as of an even date herewith (each a “New Secured Party” and together, the “New Secured Parties”) and Christiana Trust, a division of WSFS Bank (the “Collateral Agent”) for the Secured Parties.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 15th, 2013 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to C. Stephen Cochennet, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Fifty Thousand Dollars ($50,000), dated January 24, 2013, which Note becomes due and payable on or about April 24, 2013.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 14th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to C. Stephen Cochennet, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Five Hundred Forty-Three Thousand Three Hundred Dollars and One Cent ($543,300.01), dated September 1, 2013, which Note becomes due and payable on or about April 30, 2014.
ContractDebt Modification Agreement • April 30th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services
PRIOR OBLIGATION INFORMATION LOAN NUMBER 910326 ACCT. NUMBER 27981.15 NOTE DATE 01/17/14 CREDIT LIMIT $700,000.00 MATURITY DATE 01/17/15 AMENDED OBLIGATION INFORMATION LOAN NUMBER 910326 ACCT. NUMBER 27981.15 MODIFICATION DATE April 28, 2014 CREDIT LIMIT $900,000.00 MATURITY DATE 01/17/15 INDEX (w/margin) Cornerstone Bank Corporate Base Rate plus 1.000% INTEREST RATE 6.000% INITIALS JVD Creditor Use Only
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • August 14th, 2013 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to C. Stephen Cochennet, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Fifty Thousand Dollars ($50,000), dated December 28, 2012, as extended on March 25, 2013, which Note became due and payable on or about May 27, 2013.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 15th, 2013 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to C. Stephen Cochennet, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of One Hundred Thousand Dollars ($100,000), dated November 13, 2012, as extended on February 12, 2013, which Note became due and payable on or about April 12, 2013.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 14th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to James G. Miller, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Fifty Two Thousand Nine Hundred Eighty-Three Dollars and Thirty-Three Cents ($52,983.33), dated September 1, 2013, which Note becomes due and payable on or about April 30, 2014.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 15th, 2013 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to C. Stephen Cochennet, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Fifty Thousand Dollars ($50,000), dated December 10, 2012, as extended on March 10, 2013, which Note becomes due and payable on or about May 9, 2013.
UPTICK CAPITAL LLC. CONSULTING AGREEMENTConsulting Agreement • November 13th, 2015 • Guardian 8 Holdings • Services-detective, guard & armored car services • New York
On behalf of Uptick Capital, LLC. (“Uptick”), we look forward to working with you as an outside business consultant. The purpose of this letter (the “Agreement”) is to set forth the terms and conditions under which Uptick agrees to serve the Company as an outside business consultant.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • August 14th, 2013 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to C. Stephen Cochennet, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of One Hundred Thousand Dollars ($100,000), dated November 13, 2012, as extended on February 12, 2013 and April 12, 2013, which Note became due and payable on or about June 12, 2013.
AMENDMENT NO. 1 OF CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • February 19th, 2016 • Guardian 8 Holdings • Services-detective, guard & armored car services
THIS AMENDMENT NO. 1 (this “Amendment”) to the Convertible Promissory Note dated August 13, 2015 (the "Note") is dated effective as of February 11, 2016 (the “Effective Date”), by and between Guardian 8 Holdings, a Nevada corporation (“Guardian 8”), and Vis Vires Group, Inc., a New York corporation (“VVG”). Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth in the Note.
AMENDMENT NO. 2 TO NON-EMPLOYEE INTERIM CHIEF FINANCIAL OFFICER ENGAGEMENT AGREEMENTNon-Employee Interim Chief Financial Officer Engagement Agreement • May 28th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services
This Amendment No. 2 to Non-employee Interim Chief Financial Officer Agreement (this “Amendment No. 2”) is entered into as of the 22nd day of May, 2014 (the “Effective Date”) by and between Guardian 8 Holdings, a Nevada corporation (the “Company”), and Kathleen Hanrahan (“Executive”).
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 14th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to Corey Lambrecht, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Fifty Two Thousand Six Hundred Fifty Dollars ($52,650.00), dated September 1, 2013, which Note becomes due and payable on or about April 30, 2014.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 14th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to [_________________________], or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of One Hundred Thousand Dollars ($100,000.00), dated October 1, 2013, which Note becomes due and payable on or about April 30, 2014.
PROMISSORY NOTE EXTENSION AGREEMENTPromissory Note Extension Agreement • May 14th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services
For value received, Guardian 8 Holdings, a Nevada corporation (the “Maker”) promised to pay to Kansas Resource Development Company, or its registered assigns or successors in interest (the “Holder”) the Principal Amount and Interest (both as defined below) in the manner and upon the terms and conditions as set forth in that Term Note (“Note”) in the sum of Two Hundred Fifty Thousand Dollars ($250,000.00), dated September 19, 2013, which Note becomes due and payable on or about April 30, 2014.
EMPLOYMENT AGREEMENTEmployment Agreement • December 9th, 2011 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2015 • Guardian 8 Holdings • Services-detective, guard & armored car services • New York
This Second Amendment to Securities Purchase Agreement, dated as of August 3, 2015 (this “Amendment”), is entered into by and among Guardian 8 Corporation, a Nevada corporation (the “Company”), Guardian 8 Holdings, a Nevada corporation (“Parent”), and the investors listed on the signatory pages hereto (each individually, a “Buyer”, and collectively the “Buyers”).
ContractConvertible Term Note • November 14th, 2011 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GUARDIAN 8 HOLDINGS THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF SECURED GUARANTYSecured Guaranty • May 28th, 2014 • Guardian 8 Holdings • Services-detective, guard & armored car services • Nevada
THIS SECURED GUARANTY (this “Guaranty”), dated as of May 27, 2014, is made by Guardian 8 Corporation, a Nevada corporation, with headquarters located at 15230 N. 75th Street, Suite 1002, Scottsdale, Arizona 85260 (the “Guarantor”) in favor of Pinnacle Family Office Investments, L.P. (the “Agent”) for the benefit of the holders of Debentures (as defined below).
