GVI SECURITY SOLUTIONS, INC. SUBSCRIPTION AGREEMENT
Exhibit
4.1
GVI
SECURITY SOLUTIONS, INC.
SUBSCRIPTION
AGREEMENT made
as
of this __ day of October, 2006 between GVI Security Solutions, Inc., a Delaware
corporation (the “Company”), and ___________________ (the
“Subscriber”).
WHEREAS,
the Company desires to issue up to 100 units (the “Units”), in a private
placement (this “Offering”), each Unit consisting of $45,000 principal amount of
6% Subordinated Secured Convertible Promissory Notes (the “Notes”) in the form
attached as Exhibit A hereto, and 1,250,000 shares of the Company’s common
stock, par value $.001 per share (“Common Stock”), on the terms and conditions
hereinafter set forth, and the Subscriber desires to acquire the number of
Units
set forth on the signature page hereof; and
WHEREAS,
the Notes will be (i) secured by the assets of the Company pursuant to a
Security Agreement in the form of Exhibit B (the “Security Agreement”), between
the Company and W-net, Inc. as collateral agent (the “Agent”) for the
subscribers in the Offering, and (ii) subordinated to the Company’s obligations
to Laurus Master Fund Ltd. (“Laurus”) pursuant to a Subordination Agreement in
the form of Exhibit C hereto, between Laurus, the Company and the subscribers
in
the Offering;
WHEREAS,
the Agent is an affiliate of Xxxxx Xxxxxx, the managing member of GVI Investment
Company LLC (“GVI Investment”), a subscriber in the Offering;
WHEREAS,
the subscribers in the Offering will appoint the Agent to act as collateral
agent for such subscribers under the Security Agreement pursuant to the Agency
Appointment Agreement in form of Exhibit D hereto; and
WHEREAS,
the subscribers in the Offering will enter into a voting agreement in the form
of Exhibit E (the “Voting
Agreement”)
under
which each such subscriber will agree to vote its shares of Common Stock as
provided therein.
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as
follows:
I.
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SUBSCRIPTION
FOR UNITS AND REPRESENTATIONS BY AND COVENANTS OF
SUBSCRIBER
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1.1 Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby
subscribes for and agrees to purchase from the Company such number of Units
as
is set forth upon the signature page hereof at a price equal to $50,000 per
Unit, and the Company agrees to sell such Units to the Subscriber for said
purchase price. The purchase price for the Units is payable by delivery of
a
certified or bank check made payable to Xxxxxx Xxxxxxxx & Markiles, LLP
Trust Account F/B/O GVI Security Solutions Inc., or by wire transfer to the
following account:
Account
Name:
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Xxxxxx
Xxxxxxxx & Markiles, LLP Trust Account.
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Bank
Name:
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National
Bank of California
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Bank
Address:
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00000
Xxxxxxx Xxxxxxxxx
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Xxxxxxx
Xxxx, XX 00000
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ABA#:
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000000000
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Account
#:
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003209873
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Reference:
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F/B/O
GVI Security Solutions, Inc.
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The
Notes
and certificates evidencing the shares of Common Stock purchased in the Offering
will be delivered by the Company within ten days following the consummation
of
this Offering.
1.2 The
Subscriber recognizes that the purchase of Units involves a high degree of
risk
in that (i) an investment in the Company is highly speculative and only
investors who can afford the loss of their entire investment should consider
investing in the Company and the Units; (ii) he may not be able to liquidate
his
investment; (iii) transferability of the securities comprising the Units is
extremely limited; (iv) the Company does not currently have a sufficient number
of shares of authorized Common Stock to permit the conversion of the Notes
or
the payment of in kind interest thereon, and will need to amend its certificate
of incorporation to increase its authorized shares of Common Stock and/or effect
a reverse split of its outstanding Common Stock; and (v) the Company may be
unable to repay the Notes without obtaining additional financing.
1.3
The
Subscriber represents and warrants that it is an “accredited investor” as such
term in defined in Rule 501 of Regulation D promulgated under the Securities
Act
of 1933, as amended (the “Securities Act”), and that it is able to bear the
economic risk of an investment in the Units. Specifically,
Subscriber is (check appropriate items(s)):
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(i) a
bank as defined in Section 3(a)(2) of the Act, or a savings and loan
association or other institution as defined in Section 3(a)(5)(A)
of the
Act whether acting in its individual or fiduciary capacity; a broker
or
dealer registered pursuant to Section 15 of the Securities Exchange
Act of
1934; an insurance company as defined in Section 2(13) of the Act;
an
investment company registered under the Investment Company Act of
1940 or
a business development company as defined in Section 2(a)(48) of
that Act;
a Small Business Investment Company licensed by the U.S. Small Business
Adminis-tration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; a plan established and main-tained by a state,
its
political subdivisions, or any agency or instrumentality of a state
or its
political subdivisions, for the benefit of its employees, if such
plan has
total assets in excess of $5,000,000; an employee benefit plan within
the
meaning of the Employee Retirement Income Security Act of 1974, if
the
investment decision is made by a plan fiduciary, as defined in Section
3(21) of such Act, which is either a bank, savings and loan association,
insurance company, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with investment decisions made solely by persons
that
are accredited investors;
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(ii) a
private business development company as defined in Section 202(a)(22)
of
the Investment Advisers Act of
1940;
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(iii) an
organization described in Section 501(c)(3) of the Internal Revenue
Code
of 1986, as amended, corporation, Massachusetts or similar business
trust,
or partnership, not formed for the specific purpose of acquiring
the
Shares, with total assets in excess of
$5,000,000;
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(iv) a
director or executive officer of the
Company;
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(v) a
natural person whose individual net worth, or joint net worth with
that
person’s spouse, at the time of his or her purchase exceeds
$1,000,000;
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(vi) a
natural person who had an individual income (not including his or
her
spouse’s income) in excess of $200,000 in 2004 and 2005 or joint income
with his or her spouse in excess of $300,000 in each of those years
and
has a reasonable expectation of reaching such income level in
2006;
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(vii) a
trust, with total assets in excess of $5,000,000, not formed for
the
specific purpose of acquiring the Shares,
whose purchase is directed by a person having such knowledge and
experience in financial and business matters that he or she is capable
of
evaluating the merits and risks entailed in the purchase of the
Shares;
or
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(viii) an
entity in which all of the equity owners are Accredited Investors
(if this
alternative is checked, Subscriber
must
identify each equity owner and provide statements signed by each
demonstrating how each is qualified as an accredited
investor).
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1.4 The
Subscriber acknowledges that it has prior investment experience, and that
Subscriber recognizes the highly speculative nature of this
investment.
1.5 The
Subscriber acknowledges that it has been furnished by the Company during the
course of this transaction with all information regarding the Company that
it
has requested and; that it has been afforded the opportunity to meet with,
ask
questions of and receive answers from duly authorized officers or other
representatives of the Company concerning the terms and conditions of this
Offering.
1.6 The
Subscriber acknowledges that this Offering may involve tax consequences, and
that the Company has not provided tax advice or information to the Subscriber.
The Subscriber acknowledges that it must retain his own professional advisors
to
evaluate the tax and other consequences of an investment in the Units.
1.7 The
Subscriber acknowledges that this Offering has not been reviewed by the United
States Securities and Exchange Commission (“SEC”) because of the Company’s
representations that this is intended to be a nonpublic offering pursuant to
Sections 4(2) and/or 3(b) of the Securities Act. The Subscriber represents
that
the Notes and shares of Common Stock comprising the Units are being purchased
for its own account, for investment and not for distribution or resale to
others. The Subscriber agrees that it will not sell or otherwise transfer the
Notes or such shares of Common Stock unless they are registered under the
Securities Act or unless an exemption from such registration is
available.
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1.8 The
Subscriber understands that there is no public market for the Notes and the
shares of Common Stock included in the Unit have not been registered under
the
Securities Act. The Subscriber understands that Rule 144 (the “Rule”)
promulgated under the Securities Act requires, among other conditions, a one
year holding period prior to the resale (in limited amounts) of securities
acquired in a non-public offering without having to satisfy the registration
requirements under the Securities Act. The Subscriber understands that the
Company is currently a reporting company but makes no representation or warranty
regarding its fulfillment in the future of any reporting requirements under
the
Securities Exchange Act of 1934, as amended, or its dissemination to the public
of any current financial or other information concerning the Company, as is
required by the Rule as one of the conditions of its availability. The
Subscriber agrees that the Company may, if it desires, permit the transfer
of
the Notes, the shares of Common Stock issuable upon conversion of the Notes,
if
any (the “Conversion Shares”), and the shares of Common Stock included in the
Units (the “Unit Shares” and, together with the Notes, Conversion Shares and
Unit Shares, the “Securities”) out of Subscriber’s name only when Subscriber’s
request for transfer is accompanied by an opinion of counsel reasonably
satisfactory to the Company that neither the sale nor the proposed transfer
results in a violation of the Securities Act or any applicable state “blue sky”
laws.
1.
9 The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Securities stating that they have not been registered
under the Securities Act and setting forth or referring to the restrictions
on
transferability and sale thereof.
1.10 The
Subscriber acknowledges that if he is a Registered Representative of an NASD
member firm, he must give such firm the notice required by the NASD’s Rules of
Fair Practice, receipt of which must be acknowledged by such firm on the
signature page hereof.
II.
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REPRESENTATIONS
BY THE COMPANY
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2.1 The
Company represents and warrants to the Subscriber that prior to the consummation
of this Offering and on the date of the Closing:
(a) The
Company is a corporation duly organized, existing and in good standing under
the
laws of the State of Delaware and has the corporate power to conduct the
business which it conducts and proposes to conduct.
(b) The
execution, delivery and performance of this Subscription Agreement by the
Company will have been duly approved by the Board of Directors of the Company
and all other actions required to authorize and effect the offer and sale of
the
Units and the securities contained therein will have been duly taken and
approved.
(c) The
Notes
and Unit Shares have been duly and validly authorized, and when issued and
paid
for in accordance with the terms hereof, will be valid and binding obligations
of the Company enforceable in accordance with its terms.
III. |
TERMS
OF SUBSCRIPTION; CLOSING
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3.1 The
subscription period will begin as of September 28, 2006 and will terminate
at
11:59 p.m. Eastern time on October 3, 2006, unless extended by the Company
for
up to an additional thirty (30) days (the “Termination Date”). Such extension
may be effected without notice to the Subscribers.
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3.2 As
compensation for its services in connection with the Offering, the Company
will
issue to the Agent and/or its designees, upon the closing of the Offering (the
“Closing”) a five-year warrant to purchase that number of shares of Common Stock
equal to 7.5% of the aggregate of the shares of Common Stock included in the
Units sold in the Offering and the shares of Common Stock underlying the Notes
sold in the Offering.
3.3 Pending
the sale of the Units and satisfaction of or waiver of the conditions set forth
below, all funds paid hereunder shall be held in escrow. If the Company shall
not have obtained subscriptions (including this subscription) for purchases
of
$4,000,000 on or before the Termination Date, then this subscription shall
be
void and all funds paid hereunder by the Subscriber, without interest, shall
be
promptly returned to the Subscriber.
3.4 The
Company intends to use $3,000,000 of the net proceeds of the Offering to pay
amounts owing to Samsung Electronics Co., Ltd. (“Samsung”). The Company intends
to use the balance of the net proceeds of the Offering to pay fees and expenses
incurred in connection with the Offering and for working capital and general
corporate purposes.
3.5 The
Closing of the Offering shall be subject to satisfaction or waiver of the
following conditions, all of which may be waived by GVI Investment, in its
sole
discretion:
(a) The
Company shall have entered into an agreement with Samsung under which Samsung
has agreed to commence shipping products to the Company and to continue to
supply the Company with security products until December 31, 2010.
(b) Laurus
shall have entered into an agreement with the Company (i) eliminating the
convertibility of its promissory notes, (ii) extending the final maturity of
its
loans to December 31, 2007, and (iii) eliminating prepayment penalties under
the
Company’s indebtedness to Laurus.
(c) The
current directors of the Company other than Xxxxx Xxxxx shall have resigned,
and
the Company’s Board of Directors shall consist of Xxxxx Xxxxx, Xxx Xxxxxxx,
Xxxxx Xxxxxx (Chairman), and two additional directors designated by GVI
Investment.
(d) Each
of
the subscribers in the Offering shall have entered into the Voting Agreement
with respect to (i) an amendment to the Company’s Certificate of Incorporation
effecting a reverse stock split of the Common Stock, and (ii) an amendment
to
the Company’s 2004 Long-Term Incentive Plan increasing the number shares of
Common Stock available for issuance thereunder.
IV. |
REGISTRATION
RIGHTS
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4.1 Not
later
than 120 days following the Closing Date, the Company shall file with the SEC
a
registration statement on Form S-1 or such other form available to the Company
under the Securities Act in order to register for resale and distribution by
the
holders of the Securities (the “Holders”) all Conversion Shares, Unit Shares and
shares of Common Stock that may be issued in payment of interest under the
Notes
(collectively, “Registrable Securities”), and shall thereafter use its best
efforts to cause such registration statement to be declared effective by the
SEC
as soon as practicable thereafter. Thereafter, subject
to Section 4.7, the Company shall use commercially reasonable efforts to keep
such registration statement continuously effective, supplemented and amended
to
the extent necessary to ensure that it is available for resale of the
Registrable Securities, for a period expiring on the earlier to occur of (i)
the
date when all Conversion Shares and Unit Shares no longer constitute Registrable
Securities and (ii) the second anniversary of the effective date of such
registration statement. As to any particular Registrable Securities, such
securities shall cease to constitute Registrable Securities when (a) such
securities shall have been disposed of in accordance with a method of
disposition contemplated by the registration statement, (b) such securities
may
be sold without volume limitation pursuant to Rule 144(k) under the Securities
Act (or any successor provision thereto), or (c) such securities shall have
ceased to be outstanding.
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4.2
The
Company will, until such time as the Registrable Securities no longer constitute
Registrable Securities:
(i) furnish
to the Holders participating in such registration such reasonable number of
copies of the prospectus as may be necessary in order to facilitate the public
offering of such securities;
(ii) use
its
best efforts to register or qualify the securities covered by the registration
statement under such state securities or blue sky laws of such jurisdictions
as
the Holders may reasonably request in writing within 20 days following the
original filing of such registration statement, except that the Company shall
not for any purpose be required to execute a general consent to service of
process or to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not so qualified or subject itself to taxation in
any
such jurisdiction;
(iii) notify
the Holders, promptly after it shall receive notice thereof, of the time when
such registration statement has become effective or a supplement to any
prospectus forming a part of such registration statement has been
filed;
(iv) notify
the Holders promptly of any request by the SEC for the amending or supplementing
of such registration statement or prospectus or for additional information;
and
(v) advise
the Holders, promptly after it shall receive notice or obtain knowledge thereof,
of the issuance of any stop order by the SEC suspending the effectiveness of
such registration statement or the initiation or threatening of any proceeding
for that purpose and promptly use its best efforts to prevent the issuance
of
any stop order or to obtain its withdrawal if such stop order should be
issued.
The
Company may require each Holder of Registrable Securities as to which any
registration is being effected to furnish to the Company such information
regarding the distribution of such Registrable Securities as the Company may
from time to time reasonably request in writing.
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4.3
All
fees, costs and expenses of and incidental to the registrations pursuant to
Sections 4.1 shall be borne by the Company. The fees, costs and expenses of
registration to be borne by the Company as provided above shall include, without
limitation, all registration, filing, and NASD fees, printing expenses, fees
and
disbursements of counsel and accountants for the Company, and all legal fees
and
disbursements and other expenses of complying with state securities or blue
sky
laws of any jurisdictions in which the securities to be offered are to be
registered and qualified (except as provided above). Fees and disbursements
of
counsel and accountants for the Holders and any other expenses incurred by
the
Holders not expressly included above shall be borne by the Holders.
4.4 The
Company will indemnify and hold harmless each Holder of Registrable Securities
which are included in a registration statement pursuant to the provisions of
Section 4.1 hereof, its directors and officers, and any underwriter (as defined
in the Securities Act) for such Holder and each person, if any, who controls
such Holder or such underwriter within the meaning of the Securities Act, from
and against, and will reimburse such Holder and each such underwriter and
controlling person with respect to, any and all loss, damage, liability, cost
and expense to which such Holder or any such underwriter or controlling person
may become subject under the Securities Act or otherwise, insofar as such
losses, damages, liabilities, costs or expenses are caused by any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which
they were made, not misleading; provided, however, that the Company will not
be
liable in any such case to the extent that any such loss, damage, liability,
cost or expenses arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made in conformity with
information furnished by such Holder, such underwriter or such controlling
person in writing specifically for use in the preparation thereof.
4.5 Each
Holder of Registrable Securities included in a registration pursuant to the
provisions of Section 4.1 hereof will indemnify and hold harmless the Company,
its directors and officers, any controlling person and any underwriter from
and
against, and will reimburse the Company, its directors and officers, any
controlling person and any underwriter with respect to, any and all loss,
damage, liability, cost or expense to which the Company or any controlling
person and/or any underwriter may become subject under the Securities Act or
otherwise, insofar as such losses, damages, liabilities, costs or expenses
are
caused by any untrue statement or alleged untrue statement of any material
fact
contained in such registration statement, any prospectus contained therein
or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was so made in reliance upon and
in
strict conformity with written information furnished by or on behalf of such
Holder specifically for use in the preparation thereof.
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4.6 Promptly
after receipt by an indemnified party pursuant to the provisions of Sections
4.4
or 4.5 of notice of the commencement of any action involving the subject matter
of the foregoing indemnity provisions such indemnified party will, if a claim
thereof is to be made against the indemnifying party pursuant to the provisions
of said Sections 4.4 or 4.5, promptly notify the indemnifying party of the
commencement thereof; but the omission to so notify the indemnifying party
will
not relieve it from any liability which it may have to any indemnified party
otherwise than hereunder. In case such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement thereof, the
indemnifying party shall have the right to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified
party, provided, however, if counsel for the indemnifying party concludes that
a
single counsel cannot under applicable legal and ethical considerations,
represent both the indemnifying party and the indemnified party, the indemnified
party or parties have the right to select separate counsel to participate in
the
defense of such action on behalf of such indemnified party or parties. After
notice from the indemnifying party to such indemnified party of its election
so
to assume the defense thereof, the indemnifying party will not be liable to
such
indemnified party pursuant to the provisions of said Sections 4.4 or 4.5 for
any
legal or other expense subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation, unless (i) the indemnified party shall have employed counsel
in
accordance with the provisions of the preceding sentence, (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party
to
represent the indemnified party within a reasonable time after the notice of
the
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party.
4.7 The
Company may suspend the effectiveness of the registration statement, or, without
suspending such effectiveness, instruct the Subscriber that no sales of
Registrable Securities included in the registration statement may be made if,
in
the Company’s reasonable judgment, an event or circumstance occurs and is
continuing as a result of which such registration statement, any related
prospectus or any document incorporated therein by reference as then amended
or
supplemented would, in the good faith judgment of the Board of Directors of
the
Company, contain an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light
of
the circumstances under which they were made, not misleading (a “Suspension
Period”) by providing the Subscriber with written notice of such Suspension
Period and the reasons therefor. The Company shall use its reasonable efforts
to
provide such notice a reasonable number of days prior to the commencement of
a
Suspension Period, provided that in any event the Company shall provide such
notice no later than the commencement of such Suspension Period. The Suspension
Period shall not exceed 90 days in any calendar year. In addition, the Company
shall not be required to keep the registration statement effective, or may
without suspending such effectiveness instruct the holders of Registrable
Securities included in the registration statement not to sell such Registrable
Securities, during any period during which the Company is instructed, directed,
ordered or otherwise requested by any governmental agency or self-regulatory
organization to stop or suspend such trading or sales (“Supplemental Suspension
Period”) and such Supplemental Suspension Period shall not be included in the
calculation of the Suspension Period referred to above. The Company shall give
prompt written notice to Subscriber of the termination of any Suspension Period
or Supplemental Suspension Period.
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V. |
MISCELLANEOUS
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5.1 Any
notice or other communication given hereunder shall be deemed sufficient if
in
writing and sent by registered or certified mail, return receipt requested,
addressed to the Company, at 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxx,
Xxxxx 00000, Attn: Xxxxxx Xxxxxxx, and to Subscriber at his address indicated
on
the signature page of this Subscription Agreement. Notices shall be deemed
to
have been given on the date of mailing, except notices of change of address,
which shall be deemed to have been given when received.
5.2 This
Subscription Agreement shall not be changed, modified or amended except by
a
writing signed by the parties to be charged, and this Subscription Agreement
may
not be discharged except by performance in accordance with its terms or by
a
writing signed by the party to be charged.
5.3 This
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns. This Subscription Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and merges
and supersedes all prior discussions, agreements and understandings of any
and
every nature among them.
5.4 Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of New York. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Subscription Agreement
shall be adjudicated before a court located in New York City and they hereby
submit to the exclusive jurisdiction of the courts of the State of New York
located in New York, New York and of the federal courts in the Southern District
of New York with respect to any action or legal proceeding commenced by any
party, and irrevocably waive any objection they now or hereafter may have
respecting the venue of any such action or proceeding brought in such a court
or
respecting the fact that such court is an inconvenient forum, relating to or
arising out of this Subscription Agreement or any acts or omissions relating
to
the sale of the securities hereunder, and consent to the service of process
in
any such action or legal proceeding by means of registered or certified mail,
return receipt requested, in care of the address set forth below or such other
address as the undersigned shall furnish in writing to the
other.
5.5 This
Subscription Agreement may be executed in counterparts. Upon the execution
and
delivery of this Subscription Agreement by each Subscriber, this Subscription
Agreement shall become a binding obligation of each Subscriber with respect
to
the purchase of the Units as herein provided; subject, however, to the right
hereby reserved to the Company to enter into the same agreements with other
subscribers and to add and/or to delete other persons as
subscribers.
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5.6 The
holding of any provision of this Subscription Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Subscription Agreement, which shall remain in full force
and
effect.
5.7 The
parties agree to execute and deliver all such further documents, agreements
and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.
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IN
WITNESS WHEREOF, the parties have executed this Subscription Agreement as of
the
day and year first written above.
Signature
of Subscriber
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Signature
of Co-Subscriber
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Name
of Subscriber
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Name
of Co-Subscriber
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[please
print]
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[please
print]
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Address
of Subscriber
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Address
of Co-Subscriber
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Social
Security or Taxpayer
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Social
Security or Taxpayer Identification
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Identification
Number of Subscriber
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Number
of Co-Subscriber
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Purchase
Price of Units Subscribed For
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*If
Subscriber is a Registered Representative with an NASD member firm,
have
the following acknowledgment signed by the appropriate
party:
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The
undersigned NASD member firm acknowledges receipt of the notice
required
by Rule 3050 of the NASD Conduct Rules.
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Subscription
Accepted:
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GVI SECURITY SOLUTIONS, INC. | |||||||||
Name of NASD Member Firm |
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By: | |||||||
Name:
Xxxxxx Xxxxx
Title:
Chief Executive Officer
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By
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Authorized Officer |
EXHIBIT
A
FORM
OF NOTES
EXHIBIT
B
FORM
OF SECURITY AGREEMENT
EXHIBIT
C
FORM
OF SUBORDINATION AGREEMENT
EXHIBIT
D
FORM
OF AGENCY APPOINTMENT AGREEMENT
EXHIBIT
E
FORM
OF VOTING AGREEMENT