By and BetweenAsset Purchase Agreement • October 5th, 2004 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
RECITALSAsset Purchase Agreement • March 10th, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • California
Exhibit 10.7 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of January 7, 2003 ("Agreement"), between KC Alarm Services Group, Inc., a Delaware corporation ("KC") and Integrated Alarm Services Group, Inc., a Delaware...Assignment and Assumption Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
EXHIBIT 2.3 CONTRIBUTION AGREEMENTContribution Agreement • March 10th, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
EXHIBIT 10.4 INTEGRATED ALARM SERVICES GROUP, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of this 1st day of October, 2002 by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation, having an office at One Capital Center,...Employment Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
FIRST AMENDMENTAgreement and Plan of Merger • March 10th, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New Jersey
FRIEDMAN, BILLINGS, RAMSEY & CO., INC. McGINN SMITH & CO., INC. as Representatives of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209 Ladies and Gentlemen: This letter is being...Lock-Up Agreement • March 10th, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
LEASE BetweenLease • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
MBR&M DRAFT 1/6/03 INTEGRATED ALARM SERVICES GROUP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Virginia
EXHIBIT 99.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN INTEGRATED ALARM SERVICES GROUP, INC., A DELAWARE CORPORATION ("BUYER")Stock Purchase Agreement • December 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Delaware
April 22, 2006 Mr. Timothy McGinn 26 Port Huron Drive Schenectady, NY 12309 Transition Services Agreement Dear Tim: This letter agreement ("Letter Agreement") between Integrated Alarm Services Group, Inc. ("Company") and you sets forth our...Transition Services Agreement • April 24th, 2006 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
EXHIBIT 10.3 INTEGRATED ALARM SERVICES GROUP, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT made as of this 1st day of October, 2002 by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation, having an office at One Capital Center,...Employment Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
EXHIBIT 2.7 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 10th, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
EXHIBIT 10.5 INTEGRATED ALARM SERVICES GROUP, INC. AMENDED EMPLOYMENT AGREEMENT AMENDED EMPLOYMENT AGREEMENT made as of March, 2003 by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation, having an office at One Capital Center,...Employment Agreement • March 10th, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange...Joint Filing Agreement • May 9th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services
This Agreement is filed as an exhibit to Schedule 13G being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.
INTEGRATED ALARM SERVICES GROUP, INC., as the Company, THE GUARANTOR PARTIES HERETO, as Subsidiary Guarantors, and WELLS FARGO BANK, N.A., as Trustee 12% SENIOR SECURED NOTES DUE 2011 INDENTURE Dated as of November 16, 2004Indenture • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
INDENTURE, dated as of November 16, 2004, among Integrated Alarm Services Group, Inc., a Delaware corporation, the Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, N.A., a national banking association, as trustee.
EXHIBIT 10.9 This Lease Agreement, made the day of ,2000 Between ROBERT F. GALLO & W. CARY EDWARDS, Partners Residing or located at 169 Ramapo Valley Road In the Borough of Oakland in the County of Bergen and State of New Jersey, herein designated as...Lease Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services
OF MERGER BETWEENMerger Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New Jersey
RECITALSAsset Purchase Agreement • March 10th, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New Jersey
EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2006 • Integrated Alarm Services Group Inc • Services-miscellaneous business services
AGREEMENT, dated as of November 22nd, 2006 (the "Effective Date"), by and between Integrated Alarm Services Group, Inc., a Delaware corporation (the "Company"), and Bruce Quay, an individual residing at 6 Shaker Bay Road, Latham, NY 12110 (the "Executive").
December 20, 2006 Charles T. May 7415 NE 8th Court Boca Raton, FL 33487 Transitional Service Agreement (the "Agreement") Dear Chick: This letter sets forth our agreement regarding the terms of your employment by Integrated Alarm Services Group, Inc....Transitional Service Agreement • December 27th, 2006 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
RECITALSIndemnification Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
INTEGRATED ALARM SERVICES GROUP, INC. (a Delaware corporation) 12% Senior Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENT November 16, 2004Registration Rights Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
This Registration Rights Agreement (this "Agreement") is made and entered into between Integrated Alarm Services Group, Inc., a Delaware corporation (the "Company"), the guarantors listed on the signature page hereto (the "Guarantors") and Morgan Joseph & Co. Inc. and Wells Fargo Securities, LLC, as representatives (in such capacity, the "Representatives") of the several purchasers named in Schedule I hereto (the "Initial Purchasers").
INTEGRATED ALARM SERVICES GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 27th, 2006 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
EMPLOYMENT AGREEMENT (hereinafter referred to as the “Agreement”) made as of the 1st day of March, 2003 and amended and restated as of the 22nd day of November, 2006, by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation, having an office at One Capital Center, 99 Pine Street, Albany, New York 12207 (hereinafter referred to as “Employer”) and Michael T. Moscinski, an individual residing at 63 Old Red Mill Road, Rensselaer, New York 12144 (hereinafter referred to as “Employee”);
ARTICLE I TERMS OF MERGERMerger Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Delaware
SECURITY AGREEMENTSecurity Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Illinois
THIS SECURITY AGREEMENT (this “Agreement”), dated November 10, 2004, is by and among INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation, CRITICOM INTERNATIONAL CORPORATION, a New Jersey corporation, MONITAL SIGNAL CORPORATION, a New Jersey corporation, INTEGRATED ALARM SERVICES, INC., a Delaware corporation, PAYNE SECURITY GROUP L.L.C., a New Jersey limited liability company, and AMERICAN HOME SECURITY, INC., a Nevada corporation (each, individually, and collectively, known as the “Borrower”; and, collectively, Borrower and any other persons or entities which from time to time become parties hereto as debtors, known as the “Debtors” and each, individually, a “Debtor”), and LASALLE BANK N.A., a national banking association (the “Bank”).
EXHIBIT 10.20 RECEIVABLE FINANCING PARTICIPATION AGREEMENT This Receivable Financing Participation Agreement (this "Agreement"), dated as of July 31, 2001, is between McGinn Smith Acceptance Corp., a New York corporation having its principal place of...Receivable Financing Participation Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
STATE OF NEW JERSEY COUNTY OF MONMOUTH MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services
THIS MORTGAGE, ASSIGNMENT OP LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (the "Security Instrument") is made and entered into as of the 16th day of November, 2004, which date shall be the effective date of this Security Instrument, by MONITAL SIGNAL CORPORATION, a New Jersey corporation (the "Borrower") in favor of LASALLE BANK. NATIONAL ASSOCIATION, a national banking association, together with its successors arid assigns (the "Lender").
REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among INTEGRATED ALARM SERVICES GROUP, INC., CRITICOM INTERNATIONAL CORPORATION, MONITAL SIGNAL CORPORATION, INTEGRATED ALARM SERVICES, INC., PAYNE SECURITY GROUP, L.L.C., AMERICAN HOME SECURITY, INC....Credit Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Illinois
INTEGRATED ALARM SERVICES GROUP, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services
AMENDMENT NO. 1, made as of this 18th day of November, 2005 (the “Amendment”), TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made as of January 31, 2003 (the “Agreement”) by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation (“Employer”), and Timothy M. McGinn (“Employee”).
INTEGRATED ALARM SERVICES GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
EMPLOYMENT AGREEMENT made as of this 2nd day of March 2005 by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation, having an office at One Capital Center, 99 Pine Street, Albany, New York 12207 (hereinafter referred to as "Employer") and Bruce Quay, an individual residing at 6 Shaker Bay Road, Latham, New York 12110 (hereinafter referred to as "Employee");
EXHIBIT 10.16 RIGHT OF FIRST REFUSAL AGREEMENT THIS RIGHT OF FIRST REFUSAL AGREEMENT ("Agreement"), is made this 26th day of September, 2002, by and between KC Acquisition Corporation, a New Jersey corporation, and Criticom IDC Corporation, a New...Right of First Refusal Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Minnesota
EXHIBIT 10.21 STOCK FORFEITURE AGREEMENT AGREEMENT made as of this ______ day of __________, 2003 by and between Integrated Alarm Services Group, Inc., a Delaware corporations, located at One Capital Center, 99 Pine Street 5th Floor, Albany, New York,...Stock Forfeiture Agreement • January 22nd, 2003 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
Employment AgreementEmployment Agreement • May 10th, 2006 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • New York
The following sets forth the agreement ("Agreement") between Integrated Alarm Services Group, Inc. ("Company") and you regarding the terms of your employment with the Company.
PLEDGE AGREEMENTPledge Agreement • June 13th, 2005 • Integrated Alarm Services Group Inc • Services-miscellaneous business services • Illinois
THIS PLEDGE AGREEMENT (the "Agreement"), dated November 16, 2004, is made and entered into by and between INTEGRATED ALARM SERVICES GROUP, INC., a Delaware corporation ("IASG"), and MADISON PROTECTION, INC., a Delaware corporation ("Madison" and, together with IASG, herein collectively referred to as the "Pledgor"), and LASALLE BANK NATIONAL ASSOCIATION, in its capacity as Agent for the Banks under the Credit Agreement referred to below (the "Secured Party").
