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”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
This Security Agreement is made as of May 27, 2004, and amended and restated as of October 4, 2006 (the “Restatement Date”), by and between LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”) and GVI Security Solutions, Inc., a Delaware corporation (the “Company”). This Security Agreement amends and restates in its entirety that certain Security Agreement made by the Company in favor of Laurus on May 27, 2004 (the “Original Security Agreement”).
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”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
This Amendment is made as of October 4, 2006, between GVI Security Solutions, Inc., a Delaware corporation (the “Company”) and Steven E. Walin (“Walin”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
This Amendment is made as of October 4, 2006, between GVI Security Solutions, Inc., a Delaware corporation (the “Company”) and Joseph Restivo (“Restivo”).
OMNIBUS AMENDMENT AND CONSENTOmnibus Amendment and Waiver • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
This Omnibus Amendment and Waiver (this “Amendment”), dated as of October 3, 2006, by and between GVI SECURITY SOLUTIONS, INC.., a Delaware corporation (the “Company”) and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), amends that certain (i) Securities Purchase Agreement, dated as of May 27, 2004, by and between the Company and Laurus (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”); (ii) that certain Secured Convertible Term Note, made as of May 27, 2004 by the Company in favor of Laurus in the initial face amount of $5,000,000 (as amended, modified or supplemented from time to time, the “Term Note”); (iii) that certain Security Agreement, dated as of May 27, 2004 between the Company and Laurus (as amended, modified or supplemented from time to time, the “Security Agreement”), (iv) that certain Secured Convertible Minimum Borrowing Note, made as of May 27, 2004 by the Company in favor of Laurus in the initial face amount of
GVI SECURITY SOLUTIONS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
SUBSCRIPTION AGREEMENT made as of this __ day of October, 2006 between GVI Security Solutions, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Subscriber”).
DISTRIBUTORSHIP AGREEMENTDistributor Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
This AGREEMENT made and entered into on this October 2, 2006 (“Effective Date”), by and between SAMSUNG ELECTRONICS CO., LTD. having its place of business at 416 Maetan 3-Dong, Yeongtong-Gu, Suwon City, KyungKi-Do, KOREA (hereinafter referred to as the “Seller”), and GVI SECURITY INC. having its place of business at 2801 Trade Center Drive, Suite 120, Carrollton, Texas. 75007, U.S.A (hereinafter referred to as the “Distributor”), hereinafter jointly referred to as the PARTIES.
SUBORDINATION AGREEMENTSubordination Agreement • October 5th, 2006 • Gvi Security Solutions Inc • Communications equipment, nec • New York
This Subordination Agreement (this “Agreement”) is entered into as of the 4th day of October, 2006, by and among the holders (the “Holders”) of the Notes (as defined below), W-net, Inc., California corporation, as collateral agent for the Holders (such collateral agent, together with the Holders, are collectively referred to herein as the “Subordinated Lenders” and each, a “Subordinated Lender”), and Laurus Master Fund, Ltd. (the “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement and Security Agreement referred to below.
