AMENDMENT NO. 2 TO ESCROW DEPOSIT AGREEMENT
AMENDMENT NO. 2 TO
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 000 Xxxxxxx Xxxxxxx, Xxxxx X, Xxxxxxx, Xxxxxxxx 00000, Midtown Partners & Co., LLC, a Florida limited liability company (“Placement Agent”), having an address at 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, and Signature Bank (the “Escrow Agent”), a New York State chartered bank, having an office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. All capitalized terms not herein defined shall have the meaning ascribed to them in the Agreement.
The parties hereto agree that the Agreement is hereby amended as follows:
1. The fourth “WHEREAS” clause of the Agreement is hereby deleted and in its place and stead the following is inserted:
“WHEREAS, unless the Company consummates the Offering by November 8, 2006 (the “Termination Date”), the Offering shall terminate and all funds shall be returned to the purchasers in the Offering; and”
2.
Except as expressly set forth herein, the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above.
GUARDIAN TECHNOLOGIES
MIDTOWN PARTNERS & CO., LLC
INTERNATIONAL, INC.
By:
Xxxxxxx X. Xxxxxxx
By:
Xxxxx Xxxxxx
Name:
Xxxxxxx X. Xxxxxxx
Name: Xxxxx Xxxxxx
Title:
Chief Executive Officer
Title: President
Officer
SIGNATURE BANK
By:
_____________________________
Name:
Title:
By:
_____________________________
Name:
Title:
