PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • August 4th, 2009 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • California
Guardian Technologies International, Inc. (the “Company”) proposes to offer, issue and sell in a private offering up to $5,000,000 of Units of securities (“Units”), each Unit consisting of (a) 48,780 shares of the Company’s common stock, $.001 par value per share (“Common Stock”), and (b) Class N Common Stock Purchase Warrants to purchase 97,560 shares of Common Stock (the “Class N Warrants”) (the Units and the Class N Warrants and the Common Stock included in the Units, the “Securities”) to accredited investors only (the “Offering”) for a purchase price of $20,000 per Unit (a purchase price per share of $0.41). Grant Bettingen, Inc. (the “Placement Agent”) hereby confirms its agreement with the Company to act as a Placement Agent for the Offering on a best efforts basis and in accordance with the following basic terms and conditions. Other registered broker-dealers may participate in a best efforts selling group to offer the Securities pursuant to the terms of an agreement to be enter
ContractConvertible Promissory Note • August 4th, 2009 • Guardian Technologies International Inc • Wholesale-computers & peripheral equipment & software • Delaware
THIS NOTE AND ANY SHARES ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING THIS NOTE, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THIS NOTE REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
