SECURITY AGREEMENTSecurity Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products • New York
SECURITY AGREEMENT, dated as of June 22, 2006 (this “Agreement”), among BlastGard International, Inc., a Colorado corporation (the “Company”) and all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and the holder or holders of the Company’s 8% Convertible Secured Debenture due June 22, 2008 in the original aggregate principal amount of up to $2,500,000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (each, a “Secured Party” and, collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products • New York
SUBSIDIARY GUARANTEE, dated as of June 22, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between BlastGard International, Inc., a Colorado corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2006 among BlastGard International, Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 22, 2006, among BlastGard International, Inc., a Colorado corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SERIES C/D/E/F] COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of BLASTGARD INTERNATIONAL, INC.Security Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BlastGard International, Inc., a Colorado corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENT SCHEDULE ASecurity Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products
AMENDED AND RESTATED SECOND MODIFICATION AND WAIVER AGREEMENTModification and Waiver Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products
This Modification and Waiver Agreement (“Agreement”) dated as of June 19, 2006 is entered into by and among BlastGard International, Inc., a Colorado corporation (the “Company”) and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers” or the “Parties”).
SECURITIES PURCHASE AGREEMENT Schedule 3.1(a) BlastGard Technologies, Inc. – Incorporated in Florida.Securities Purchase Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products • New York
Appended hereto is a Stock Options and Stock Warrants worksheet as of March 31, 2006 which lists all outstanding Options and Warrants as of that date. The total number of Options reflected in said Schedule includes the right to purchase 2,885,750 shares and Warrants to purchase a total of 953,139 shares at various exercise prices.
MODIFICATION AND WAIVER AGREEMENTModification and Waiver Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products
This Modification and Waiver Agreement (“Agreement”) dated as of June 7, 2006 is entered into by and among BlastGard International, Inc., a Colorado corporation (the “Company”) and Mathew Sullivan (“Sullivan”), Jamie Mitchell (“Mitchell”), Revan R. Schwartz (‘Schwartz”), Andrew G. Sycoff (“Sycoff”) and Joel Gold (“Gold”), each a “Warrant Holder” and collectively the “Warrant Holders” or the “Parties”.
REGISTRATION RIGHTS AGREEMENT Schedule 6(b)Registration Rights Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products
The Company intends to file an S-8 Registration Statement to register its 2005 Employee Benefit Plan. The holders of the December 2004 Debt and Warrants issued in connection thereof have registration rights with respect to their securities. A Registration Statement was declared effective on August 10, 2005 and a Post-Effective Amendment was declared effective on May 17, 2006. The Company is obligated to register additional shares under the Notes in a new Registration Statement by virtue of the lowering of the conversion price to $.75 per share. It is also obligated to maintain additional shares registered so that at all times 150% of the shares issuable upon conversion of the Notes are registered.
MODIFICATION AND WAIVER AGREEMENTModification and Waiver Agreement • June 23rd, 2006 • Blastgard International Inc • Miscellaneous chemical products
This Modification and Waiver Agreement (“Agreement”) dated as of June 7, 2006 is entered into by and between BlastGard International, Inc., a Colorado corporation (the “Company”) and Argyll Equities, LLC (“Argyll” or the “Warrant Holder”).
