Exhibit
10.2
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.
GUARDIAN TECHNOLOGIES
INTERNATIONAL, INC.
CONVERTIBLE
PROMISSORY NOTE
Note Amount:
$__________
_________,
2009
Guardian Technologies
International, Inc., a Delaware corporation (the "Company"), for
value received, hereby promises to pay to ____________________
("Holder"), the principal sum of ____________________ Thousand
Dollars, ($__________), with interest as provided below.
1.
Payment.
Subject to the
provisions of Section 3 hereof relating to the conversion of this
Note, principal and accrued interest hereof shall be payable one
hundred and eighty (180) days from the date of this Note (the
"Maturity Date"). Payments hereunder shall be made by the Company
to the Holder, at the address as provided to the Company by the
Holder in writing, in lawful money of the United States of America.
Interest shall accrue with respect to the unpaid principal amount
of the loan from the date of this Note until the Maturity Date at
annualized interest rate of ten percent (10%) as computed using a
360-day year.
2.
Certain Definitions.
a.
"Bridge Notes" shall
mean the series of notes, of which this Note is a part, dated on or
about the date hereof, each of which are identical, other than the
date of the Note and identity of the Holder.
b.
"Obligations" shall mean
all outstanding principal and accrued interest due
hereunder.
3.
Conversion.
a.
Conversion. This Note
shall be convertible, at the Holder’s option. The Holder may
elect to convert 100% of the principal and interest due (no partial
conversions are allowed), into shares of the Company’s common
stock at a conversion price of $0.25 per share. In addition to the total shares
issued upon conversion, the Holder shall receive a Common Stock
Purchase Warrant Agreement with the right to purchase an equal
number of shares. The Holder may elect to convert this Note
at any time after forty-five (45) days from the date of
issuance.
b.
Mechanics and Effect of
Conversion. Upon conversion of this Note pursuant hereto, the
Holder shall surrender this Note at the principal office of the
Company. The Company shall, as soon as practicable thereafter,
issue and deliver to such Holder at such principal office a
certificate or certificates for the number of shares of Common
Stock to which the Holder shall be entitled upon such conversion
(bearing such legends as are required by applicable state and
federal securities laws in the opinion of counsel to the Company)
and a Common Stock Purchase Warrant Agreement. Upon full conversion
of this Note pursuant to the terms hereof, the Company shall be
forever released from all its obligations and liabilities under
this Note.
4.
Events of Default.
The occurrence of any of
the following shall constitute an "Event of Default" under this
Note and the Note and Common Stock Purchase Warrant Agreement of
even date herewith (the "Purchase Agreement"):
a.
Failure to Pay. The
Company shall fail to pay (i) when due any principal payment on the
due date hereunder or (ii) any interest or other payment required
under the terms of this Note on the date due and such payment shall
not have been made within fifteen (15) days of Company's receipt of
Holder's written notice to the Company of such failure to pay;
or
b.
Voluntary Bankruptcy or
Insolvency Proceedings. The Company shall (i) apply for or consent
to the appointment of a receiver, trustee, liquidate or custodian
of itself or of all or a substantial part of its property, (ii)
make a general assignment for the benefit of its or any of its
creditors, (iii) be dissolved or liquidated in full or in part,
(iv) commence a voluntary case or other proceeding seeking
liquidation, reorga
