EXHIBIT 2.2
July 27, 2004 $1,000,000.00
PROMISSORY NOTE
FOR VALUE RECEIVED, Guardian Healthcare Systems UK Limited, a company
organized under the laws of England and Wales (the "Maker"), hereby promises to
pay to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (collectively, the
"Holders"), at their address set forth in the Stock Purchase Agreement, dated
July 27, 2004 (the "Stock Purchase Agreement"), by and between Maker, Holders,
Guardian Technologies International, Inc., a Delaware corporation ("Parent") and
Wise Systems Limited, a company limited by shares organized under the laws of
England and Wales ("Wise"), or at such other places as Holders may from time to
time designate, the principal sum of One Million Dollars ($1,000,000.00) and any
and all other sums which may be owing to Holders by the Maker pursuant to this
Promissory Note (the "Note").
1. Interest Rate. No Interest shall accrue on the unpaid principal balance
of this Note.
2. Payment. Principal and accrued and unpaid interest shall be paid in one
lump sum on October 27, 2004.
3. Application of Payments. All payments made hereunder shall be applied
first to late payment charges or other sums owed to the holder pursuant to the
terms of this Note, and then to principal, or in such other order or proportion
as the holder, in the holder's sole discretion, may elect from time to time.
4. Prepayment. The Maker may prepay this Note in whole or in part at any
time or from time to time without premium or penalty.
5. Events of Default. The principal due and owing on this Note will become
immediately due and payable, at the option of the holder, without notice,
demand, protest, notice of protest and notice of default (other than as provided
for herein), presentment for payment and diligence in collection, all of which
are expressly waived by the Maker, if any one or more of the following events,
each of which will be considered an Event of Default, shall occur: If Maker
shall (i) fail to pay its debts generally as they become due, (ii) file a
petition in bankruptcy or petition to take advantage of any insolvency act,
(iii) make an assignment for the benefit of its creditors, (iv) consent to the
appointment of a receiver of itself or the whole or any substantial part of its
property, (v) have a petition in bankruptcy filed against it, or (vi) file a
petition or answer seeking reorganization or arrangement under the federal
bankruptcy laws or any other applicable law or statute of the United States or
any state thereof.
Upon an Event of Default, the entire indebtedness evidenced by this Note
and any outstanding amounts due to Holder from Maker as of the date of such
Event of Default shall immediately start to accrue interest at a rate of twelve
percent (12%) per annum.
6. Waiver of Protest. The Maker, and all parties to this Note, whether
maker, indorser, or guarantor, waive presentment, notice of dishonor and
protest.
7. Extensions Of Maturity. All parties to this Note, whether maker,
indorser, or guarantor, agree that the maturity of this Note, or any payment due
hereunder, may be extended at any time or from time to time without releasing,
discharging, or affecting the liability of such party, provided that no
extension shall be effective without the prior written consent of the Holders,
which consent may be withheld in the sole discretion of the Holders.
8. Notices. Any notice or demand required or permitted by or in connection
with this Promissory Note shall be given to the Maker at its address set forth
in the Stock Purchase Agreement, and to the Holders at its address set forth in
the Stock Purchase Agreement and to any subsequent holder at such address as
that holder gives written notice of to the Maker. Notwithstanding anything to
the contrary, all notices and demands for payment from the holder actually
received in writing by the Maker shall be considered to be effective upon the
receipt thereof by the Maker regardless of the procedure or method utilized to
accomplish delivery thereof to the Maker.
9. Expenses of Collection. If this Note is referred to an attorney for
collection, whether or not judgment has been confessed or suit has been filed,
the Maker shall pay all of the holder's reasonable costs, fees (including, but
not limited to, reasonable legal fees) and expenses resulting from such
collection efforts.
10. Related Agreement. This Note is being executed and delivered in
accordance with the terms of the Stock Purchase Agreement and in connection with
the transactions and related documents contemplated thereby.
11. Indemnification. This Note is subject to certain indemnification
obligations as more fully described in the Stock Purchase Agreement,
12. Assignability. This Note may be assigned by the Holders or any holder
at any time or from time to time in its sole discretion.
13. Binding Nature. This Note shall inure to the benefit of and be
enforceable by the Holders and the Holders' heirs, successors and assigns and
any other person to whom the Holders may grant an interest in the Maker's
obligations to the Holders, and shall be binding and enforceable against the
Maker, Parent and their successors and assigns.
14. Invalidity Of Any Part. If any provision or part of any provision of
this Note shall for any reason be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions of this Note and this Note shall be construed as if such
invalid, illegal or unenforceable provision or part thereof had never been
contained herein, but only to the extent of its invalidity, illegality or
unenforceability.
15. Choice Of Law; Consent To Venue And Jurisdiction. This Note shall be
governed, construed and interpreted strictly in accordance with the laws of the
Commonwealth of Virginia, United States. The Maker consents to the jurisdiction
and venue of the court of the Commonwealth of Virginia, United States in any
action or judicial proceeding brought to enforce, construe and interpret this
Note. The Maker agrees to stipulate in any future proceeding that this Note is
to be considered and to be construed for all purposes to have been executed and
delivered within the geographical boundaries of the Commonwealth of Virginia,
United States, even if it was, in fact, executed and delivered elsewhere.
16. Manner And Method Of Payment. All payments called for in this Note
shall be made in lawful money of the United States of America. If made by check,
draft, or other payment instrument, such check, draft, or other payment
instrument shall represent immediately available funds. In the holder's
discretion, any payment made by a check, draft, or other payment instrument
shall not be considered to have been made until such time as the funds
represented thereby have been collected by the holder. Should any payment date
fall on a non-banking day, the Maker shall make the payment on the last
preceding banking day.
IN WITNESS WHEREOF, the Maker has executed this Note specifically
intending this Promissory Note to constitute an instrument under seal.
ATTEST: THE MAKER:
Guardian Healthcare Systems UK Limited
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director
CORPORATE GUARANTEE: Guardian Technologies International, Inc., hereby agrees to
guarantee the payment of the amounts due Holders pursuant to this Note.
ATTEST: THE GUARANTOR:
Guardian Technologies International, Inc.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chief Executive Officer