ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • July 12th, 2007 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 5th day of July 2007, by and among Guardian Technologies International, Inc., a Delaware corporation (the “Company”), having an address at 516 Herndon Parkway, Suite A, Herndon, Virginia 20170, Midtown Partners & Co., LLC, a Florida limited liability company (“Placement Agent”), having an address at 4902 Eisenhower Blvd., Suite 185, Tampa, FL 33634, and Signature Bank (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, NY 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Securities Purchase Agreement, dated as of November _, 2006 (the “Purchase Agreement”), as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto.
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN THE SUBJECT OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAVE BEEN (OR WILL BE, WITH RESPECT TO THE...Warrant Agreement • July 12th, 2007 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software
This is to certify that, subject to the provisions of this Class E Common Stock Purchase Warrant Agreement (the “Warrant Agreement”) and for value received, _____________________________ (the "Holder"), is entitled to purchase ____________________________ (_____) shares of common stock, $.001 par value per share (the "Common Stock;" that warrant, the “Warrant”), subject to adjustment as set forth herein, of Guardian Technologies International, Inc., a Delaware corporation (the "Company"), at any time during the period beginning ______________, 2007 (the “Issue Date”), and ending sixty (60) months after the Issue Date (the "Expiration Date"), but not later than 5:00 p.m. Eastern Standard Time on the Expiration Date, at an exercise price of _________________ ($____) per share, subject to adjustment as set forth herein (the "Exercise Price").
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 12th, 2007 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software
This Subscription Agreement (this “Agreement”) sets forth the terms upon which the undersigned (the “Subscriber”) has agreed to acquire from Guardian Technologies International, Inc., a Delaware corporation (the “Company”), and the Company has agreed to issue to Subscriber, Class E Common Stock Purchase Warrants in the form attached hereto as Exhibit A (the “Warrants”) to purchase shares of common stock, $.001 par value per share (“Common Stock”), of the Company. Accordingly, the Subscriber hereby agrees as follows:
