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EXHIBIT
10.2
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
SECURITIES ISSUABLE UPON EXERCISE HEREOF) ISSUED IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
LAWS. NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION DOES
NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER, OR
APPLICABLE STATE SECURITIES LAWS.
No. CFW–___
Number of Shares Purchasable
Issue Date: ______________, 2007
Upon Exercise of Warrant: __________
Void after 5:00 p.m. Washington, D.C., Time on
______________, 2010
CLASS F COMMON STOCK PURCHASE WARRANT AGREEMENT
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
This is to certify that, subject to the provisions
of this Class F 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 thirty-six (36) 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 Eighty Cents ($0.80) per
share, subject to adjustment as set forth herein (the
"Exercise Price").
1.
Exercise of Warrant . Subject to the
provisions of Sections 4 and 8 below, this Warrant may be exercised
in whole or in part at any time or from time to time on or after
the Issue Date and until the Expiration Date; provided, however,
that if either of such days is a day on which banking institutions
are authorized by law to close (a "Bank Holiday"), then on the next
succeeding day which shall not be a Bank Holiday.
(a)
Method of Exercise . This Warrant may
be exercised by presentation and surrender of this Warrant
Agreement to the Company at its principal office or at the office
of its transfer agent, if any (the "Transfer Agent"). The
presentation and surrender of this Warrant Agreement for exercise
must be accompanied by: (i) the form of subscription which is
attached hereto in Annex A (the "Form of Subscription") duly
executed with signature guaranteed; and (ii) payment of the
aggregate Exercise Price for the number of shares specified in such
form. If this Warrant should be exercised in part only, upon
presentation and surrender of this Warrant Agreement to the Company
or the Transfer Agent for cancellation, the Company shall execute
and deliver a new warrant agreement evidencing the rights of the
Holder to purchase the balance of the shares purchasable hereunder.
Upon receipt of this Warrant Agreement by the Company at its
office or by the Transfer Agent at its office, in proper form for
exercise, the Holder shall be deemed to be the holder of record of
the Common Stock issuable upon such exercise; provided, however,
that if at the date of surrender of this Warrant Agreement and
payment of the
1
aggregate Exercise Price, the transfer books for
the Common Stock shall be closed, the certificates representing
the Common Stock or other securities subject to issuance upon
such exercise shall be issuable as of the date on which the
Company's transfer books shall next be opened. Until such
date, the Company shall be under no duty to deliver any
certificate representing such Common Stock or other securities
and the Holder shall not be deemed to have become a holder of
record or owner of such Common Stock or such other
securities.
(b)
Forms of Payment Authorized .
Upon exercise of this Warrant, the Holder may, at
its discretion, pay the Exercise Price (i) with cash or by
certified or banker’s check, (ii) by “cashless
exercise,” in other words by surrendering that number of
shares of Common Stock issuable upon exercise of this Warrant
determined by multiplying the number of shares of Common Stock to
which the Holder would otherwise be entitled in connection with
that exercise by a fraction, the numerator of which is the Market
Price as of the date of surrender of this Warrant minus the
Exercise Price and the denominator of which is the Market Price as
of such date of surrender, or (iii) any combination of (i) and (ii)
above. For purposes of this Section 1(b), “Market
Price,” as of any date, means (1) the average of the last
reported sale prices (or, in the absence thereof, the average of
the closing bid and asked prices) per share for shares of Common
Stock on the OTC Bulletin Board for the five (5) trading days
immediately preceding that date as reported by Bloomberg, or (2) if
the OTC Bulletin Board is not the principal trading market for
shares of Common Stock, the average of the last reported sale
prices (or, in the absence thereof, the average of the closing bid
and asked prices) per share on the principal trading market for the
Common Stock during the same period as reported by Bloomberg, or
(3) if market value cannot be calculated as of that date on either
of the foregoing bases, the fair market value as reasonably
determined in good faith by the board of directors of the
Company.
2.
Reservation of Shares . There shall at
all times be reserved for issuance upon exercise of this Warrant
such number of shares of Common Stock as shall be subject
hereto.
3.
Fractional Shares . Notwithstanding
any other provision hereof, the Company shall not be required to
issue fractional shares of Common Stock upon the exercise of this
Warrant. If any fraction of a share would, except for the
provisions hereof, be issuable upon the exercise of this Warrant,
then: (a) if the fraction of a share otherwise issuable is equal to
or less than one-half, the Company shall round down and issue only
the largest whole number of shares of Common Stock to which the
Holder is otherwise entitled, or (b) if the fraction of a share
otherwise issuable is greater than one-half, the Company shall
round up and issue one additional share of Common Stock in addition
to the largest whole number of shares of Common Stock to which the
Holder is otherwise entitled.
4.
Exchange, Transfer or Assignment of Warrant
. Subject to the provisions of this Section 4 and of
Section 8 below, this Warrant Agreement is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company or the Transfer Agent, for other
warrant agreements representing warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder.
Subject to the provisions of this Section 4 and of Section 8
below, upon surrender of this Warrant Agreement to the Company or
the Transfer Agent accompanied by: (a) the form of assignment
which is attached hereto as Annex B (the "Form of Assignment")
duly executed; and (b) funds sufficient to pay any transfer tax,
the Company shall, without charge, execute and deliver a new
warrant agreement in the name of the assignee named in the Form of
Assignment and this Warrant Agreement shall promptly be canceled.
The Warrant may be divided or combined with other warrants
which carry the same rights upon presentation of this Warrant
Agreement at the office of the Company or the Transfer Agent,
accompanied by a written notice signed by the Holder hereof
specifying the names and denominations in which new warrant
agreements are to be issued.
2
The term "Warrant" as defined above shall
hereafter include any warrant into which this Warrant may be
divided, exchanged or combined, and any Warrant as the same may
be hereafter modified or amended from time to time.
5.
Theft, Destruction, Loss or Mutilation of
Warrant Agreement . Subject to the provisions of Section
4, in the event of the theft, destruction, loss or mutilation of
this Warrant Agreement, upon receipt by the Company of evidence
satisfactory to it of such theft, destruction, loss or mutilation
and, in the case of loss, theft or destruction, of such
indemnification as the Company may in its discretion impose, and in
the case of mutilation, upon surrender and cancellation of this
Warrant Agreement, the Company shall execute and deliver a new
warrant agreement of like tenor and date.
6.
Rights of the Holder . Prior to the
exercise of the Warrant, the Holder shall not be entitled by virtue
hereof to any rights of a stockholder in the Company, either at law
or equity. The rights of the Holder are limited to those
expressed in this Warrant Agreement and are enforceable against the
Company only to the extent set forth herein.
7.
Anti-Dilution Provisions . The
Exercise Price and the number and kind of securities purchasable
upon the exercise of this Warrant shall be subject to adjustment
from time to time as hereinafter provided:
(a)
In case the Company shall issue shares of Common
Stock as a dividend upon shares of Common Stock or in payment of a
dividend thereon, or shall subdivide the number of outstanding
shares of its Common Stock into a greater number of shares or shall
contract the number of outstanding shares of its Common Stock into
a lesser number of shares, the Exercise Price then in effect shall
be adjusted, effective at the close of business on the record date
for the determination of stockholders entitled to receive the same,
to the price (computed to the nearest cent) determined by dividing
(i) the product obtained by multiplying the Exercise Price in
effect immediately prior to the close of business on such record
date by the number of shares of Common Stock outstanding prior to
such dividend, subdivision or contraction, by (ii) the number of
shares of Co
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