RIGHTS AGREEMENT dated as of August 7, 2009 between TRI-S SECURITY CORPORATION and REGISTRAR AND TRANSFER COMPANY as Rights AgentRights Agreement • August 11th, 2009 • Tri-S Security Corp • Services-detective, guard & armored car services • New Jersey
RIGHTS AGREEMENT, dated as of August 7, 2009 (the “Agreement”), between TRI-S SECURITY CORPORATION, a Georgia corporation (the “Company”), and REGISTRAR AND TRANSFER COMPANY, a New Jersey corporation (the “Rights Agent”).
WARRANT AGREEMENTWarrant Agreement • February 4th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
THIS AGREEMENT dated as of , 2005, between Tri-S Security Corporation, a Georgia corporation (the "Company"), and Registrar and Transfer Company., a transfer agency located in Cranford, New Jersey (the "Warrant Agent").
WARRANT TO PURCHASE 3,906 SHARES OF COMMON STOCK OF TRI-S SECURITY CORPORATIONTri-S Security Corp • April 14th, 2009 • Services-detective, guard & armored car services • Georgia
THIS CERTIFIES THAT, for value received, (subject to the restrictions on transfer contained herein) its registered assigns (the “Holder”) is entitled to purchase from Tri-S Security Corporation, a Georgia corporation (the “Company”), at any time or from time to time after 9:00 a.m., Atlanta, Georgia time, after the date set forth above (the “Issue Date”) and prior to 5:00 p.m., Atlanta, Georgia time, on the date which is the fifth anniversary of the Issue Date set forth above (the “Expiration Date”), at the place where the Warrant Agency (as hereinafter defined) is located, at the Exercise Price (as hereinafter defined), the number of shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company specified above, all subject to adjustment and upon the terms and conditions as hereinafter provided.
TRI-S SECURITY CORPORATION UNDERWRITING AGREEMENTTri-S Security Corp • February 4th, 2005 • Services-detective, guard & armored car services • Florida
Capital Growth Financial, LLC Bathgate Capital Partners LLC As Representatives of the several Underwriters named in Schedule I hereto 225 NE Mizner Blvd. Suite 750 Boca Raton, FL 33432
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2004 • Tri-S Security Corp • Georgia
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on February 24, 2004 (“Effective Date”) by and between Paragon Systems, Inc., an Alabama corporation (the “Company”) and John T. Wilson (“Employee”) (together, the “Parties”).
PLEDGE AGREEMENTPledge Agreement • March 29th, 2007 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of March 23, 2007, is entered into between Tri-S Security Corporation, and its affiliates The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Protection Technologies Corporation, International Monitoring, Inc., Armor Security, Inc., Guardsource Corp. and Virtual Guard Source, Inc. (collectively “Pledgor”) and LSQ Funding Group, L.C. and BRE LLC (individually and collectively “Secured Party”), with reference to the following:
SECURITY AGREEMENTSecurity Agreement • October 14th, 2004 • Tri-S Security Corp • Georgia
This Security Agreement (“Security Agreement”) is made as of the 24 day of February, 2004 by Diversified Security Corporation, a Georgia corporation (the “Purchaser”) and in favor of Robert Luther, a resident of the State of Alabama (the “Secured Party”) to secure the payments required under certain Promissory Notes of even date herewith and certain payments required by the terms of Class C Redeemable Preferred Stock held by the Secured Party. The security is provided upon the following terms and conditions:
ContractTri-S Security Corp • August 7th, 2006 • Services-detective, guard & armored car services • Georgia
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2005, is by and among TRI-S SECURITY CORPORATION, a Georgia corporation (the “Company”), and each of the investors whose names appear on the signature pages hereof (each an “Investor” and, collectively, the “Investors”).
ContractTri-S Security Corp • April 14th, 2009 • Services-detective, guard & armored car services • Georgia
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
PLEDGE AND ASSIGNMENT OF STOCK AND SECURITY AGREEMENTPledge and Assignment of Stock and Security Agreement • October 14th, 2004 • Tri-S Security Corp
THIS PLEDGE AND ASSIGNMENT OF STOCK AND SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 29th day of September, 2004, by the undersigned, Tri-S Security Corporation, a Georgia corporation (the “Borrower”), in favor of Charles Keathley (the “Lender”);
LEASE AGREEMENTLease Agreement • October 14th, 2004 • Tri-S Security Corp • Alabama
This Lease Agreement, made this 7th day of October 2003, by and between Gwen Reed (hereinafter referred to as the “Lessor”) and Paragon Systems, Inc. (hereafter referred to as the “Lessee”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 31, 2007 between Tri-S Security Corporation Paragon Systems, Inc. The Cornwall Group, Inc. Vanguard Security, Inc. Forestville Corporation Vanguard Security of Broward County, Inc. On Guard...Credit Agreement • January 7th, 2008 • Tri-S Security Corp • Services-detective, guard & armored car services
EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Virginia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this 29th day of July 2005, by and between PARAGON SYSTEMS, INC. (“Paragon”) and LESLIE KACIBAN, JR. (“Employee”).
FORM OF REPRESENTATIVE'S WARRANTTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services • Colorado
This certifies that, in consideration of $100 duly paid by or on behalf of Bathgate Capital Partners LLC ("Bathgate") or its assigns (the "Holder"), as registered owner of this Warrant, to Tri-S Security Corporation (the "Company"), Holder is entitled, at any time or from time to time after , 2005 [180 days after the effective date of the registration statement] (the "Commencement Date"), and at or before 5:00 p.m., Mountain Time, , 2010 (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to One Hundred Eighty Thousand (180,000) shares (a "Share") of the common stock of the Company, par value $0.001 per share (the "Common Stock"). If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any act
Explanatory note to attached: Representative's Option for the Purchase of WarrantsTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services
The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated , 2005 ("Underwriting Agreement") with Tri-S Security Corporation. ("Tri-S") relating to the offering of 1,800,000 Units of Tri-S. Each Unit consists of one share of Tri-S's common stock and one warrant to purchase common stock, all as more fully described in the Underwriting Agreement and in a Warrant Agreement dated , 2005 between Tri-S and Registrar and Transfer Company, as warrant agent.
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • September 19th, 2007 • Tri-S Security Corp • Services-detective, guard & armored car services
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE (this “Agreement”) is entered into this 13th day of September, 2007, by and among TRI-S SECURITY CORPORATION, a Georgia corporation formerly known as Diversified Security Corporation (the “Company”), PARAGON SYSTEMS, INC., an Alabama corporation and a wholly-owned subsidiary of the Company (“Paragon”), and RONALD G. FARRELL (“Farrell”), on the one hand, and HAROLD BRIGHT, a resident of the State of Tennessee (“Bright”), CHARLES KEATHLEY, a resident of the State of Alabama (“Keathley”), ROBERT LUTHER, a resident of the State of Alabama (“Luther”), and JOHN WILSON, a resident of the State of Alabama (“Wilson”) (collectively, the “Selling Shareholders”), on the other hand.
The Cornwall Group, Inc. 10145 Northwest 19th StreetLetter Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
This letter agreement (the “Agreement”) confirms certain understandings and agreements by and between you and The Cornwall Group, Inc., a Florida corporation (the “Company”), regarding your employment with the Company following the consummation of the transactions contemplated by that certain Stock Purchase Agreement dated as of August 30, 2005 by and among Tri-S Security Corporation (“Tri-S”) and the shareholders of the Company (the “Shareholders”), as amended by Amendment No. 1 to the Stock Purchase Agreement dated as of even date herewith by and among Tri-S and the Shareholders (as so amended, the “Purchase Agreement”). All capitalized terms used herein without definitions shall have the meanings specified in the Purchase Agreement.
BUILDING LEASEBuilding Lease • October 14th, 2004 • Tri-S Security Corp
This lease is between Paragon Systems, Inc. and Charles Keathley and Robert Luther, Joint Owners of the building to be known as Paragon Systems, Inc. Construction Operations located in Prospect, Tennessee, more specifically on the West side of Highway US 31 approximately three miles north of US Highway I-65.
ASSIGNMENT OF CONTRACT PROCEEDSAssignment of Contract • October 14th, 2004 • Tri-S Security Corp
THIS ASSIGNMENT OF CONTRACT PROCEEDS (“Assignment”), dated as of February 18, 2004, from PARAGON SYSTEMS, INC., an Alabama corporation (“Paragon”) to LSQ FUNDING GROUP, L.C., a Florida limited liability company (“LSQ”).
AGREEMENT Between PARAGON SYSTEMS, INC. (PSI) and INTERNATIONAL UNION, SECURITY, POLICE, FIRE PROFESSIONALS OF AMERICA (SPFPA) and its AMALGAMATED LOCAL 110 for the COMMONWEALTH OF KENTUCKY EFFECTIVE DECEMBER 16, 2003 – MIDNIGHT, DECEMBER 15, 2006Agreement • October 14th, 2004 • Tri-S Security Corp
THIS AGREEMENT is made and entered into this 16th day of December, 2003, by and between Paragon Systems, Inc. (PSI), hereinafter referred to as the Company, and International Union, Security, Police, and Fire Professionals of America, and its Amalgamated Local Number 110, SPFPA. hereinafter referred to as the Union.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the 19th day of November, 2007, by and between TRI-S SECURITY CORPORATION, a Georgia corporation (the “Company”), and NICOLAS V. CHATER, an individual resident of the State of Georgia (“Executive”).
AMENDMENT TO AMENDMENT AND FORBEARANCETri-S Security Corp • April 14th, 2009 • Services-detective, guard & armored car services • Florida
This AMENDMENT TO AMENDMENT AND FORBEARANCE (“Amendment”) to is entered into as of December 12, 2008 by and between LSQ Funding Group, L.C. and BRE LLC (collectively, “Lender”), and Tri-S Security Corporation (“TSS”), Paragon Systems, Inc. (“Paragon”), The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Armor Security, Inc. (“Armor”), Protection Technologies Corporation, International Monitoring, Inc., Guardsource Corp. and Virtual Guard Source, Inc. (collectively, “Borrower”).
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 24th, 2009 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
WHEREAS, Lender and Obligors have entered into financing arrangements pursuant to which Lender has made, and may make, loans and advances and provide other financial accommodations to Obligors as set forth in the Loan and Security Agreement, dated as of December 31, 2007, by and among Lender and Obligors, as amended by the Amendment and Forbearance, dated as of March 26, 2008, by and among Lender, BRE LLC and Obligors, as amended by Amendment to Amendment and Forbearance, dated as of December 12, 2008 (“Amendment No. 1”), Amendment to Loan and Security Agreement, entered into as of July 30, 2008 and effective as of May 1, 2008 (“Amendment No. 2”), and as amended hereby (such Loan and Security Agreement, as the same now exists or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, being referred to herein as the “Loan Agreement”) and other agreements, documents and instruments referred to therein or at any time executed or delivered in conn
Tri-S Security Corporation Paragon Systems, Inc. October 6, 2004Letter Agreement • October 14th, 2004 • Tri-S Security Corp
AMENDMENT NO. 2 TO AMENDMENT AND FORBEARANCETri-S Security Corp • August 24th, 2009 • Services-detective, guard & armored car services • Florida
This AMENDMENT NO. 2 TO AMENDMENT AND FORBEARANCE (“Amendment No. 2”) to is entered into as of August , 2009 by and between LSQ Funding Group, L.C. (“LSQ”) and BRE LLC (collectively, “Lender”), Paragon Systems, Inc., an Alabama corporation (“Paragon”), Tri-S Security Corporation, a Georgia corporation (“TSS”), Florida Business 1, Inc., a Florida corporation (“Florida 1”), Florida Business 2, Inc., a Florida corporation (“Florida 2”), Florida Business 3, Inc., a Florida corporation (“Florida 3”), Florida Business 4, Inc., a Florida corporation (“Florida 4”), Florida Business 5, Inc., a Florida corporation (“Florida 5”), Florida Business 6, Inc., a Florida corporation (“Florida 6”), Protection Technologies Corporation, a Florida corporation (“Protection” and together with TSS, Florida 1, Florida 2, Florida 3, Florida 4, Florida 5 and Florida 6, each individually and collectively, “Guarantor”, and together with Paragon, collectively, “Obligors”).
FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
THIS FACTORING AND SECURITY AGREEMENT (“Agreement”) is made as of October 18, 2005 by and between Tri-S Security Corporation (“TSS”), for itself and as agent for Paragon Systems, Inc. (“Paragon”), The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Armor Security, Inc., Protection Technologies Corporation, International Monitoring, Inc., Guardsource Corp. and Virtual Guard Source, Inc. (collectively “Seller”) and LSQ FUNDING GROUP L.C. (“Purchaser”).
Tri-S Security Corporation November 30, 2004Letter Agreement • January 10th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services
This letter ("Letter Agreement"), when countersigned by each of you, will set forth the agreement among Tri-S Security Corporation (the "Company") and each of you regarding the subject matter set forth herein. Reference is made to that certain (i) Agreement Regarding Notes and Preferred Shares dated as of September 29, 2004 among the Company, Charles Keathley, Robert Luther, Harold Bright and John Wilson, as amended by that certain Letter Agreement dated October 6, 2004 among the Company and Messrs. Keathley and Luther (the "Original Agreement"); (ii) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor of Mr. Keathley in principal amount of $2,983,750.00 (the "Keathley Note"); (iii) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor of Mr. Luther in principal amount of $1,462,450.00 (the "Keathley Note"); and (iv) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor Mr.
SUPPLEMENTAL AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 7th, 2008 • Tri-S Security Corp • Services-detective, guard & armored car services
THIS SUPPLEMENTAL AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “SUPPLEMENT”) is entered into as of December 31, 2007 by and between LSQ Funding Group, L.C. (“LSQ”) and BRE LLC (collectively “Lender”), and Tri-S Security Corporation (“TSS”), for itself and as agent for Paragon Systems, Inc. (“Paragon”), The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Armor Security, Inc., Protection Technologies Corporation, International Monitoring, Inc., and Guardsource Corp (collectively, “Borrower”).
AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 2008 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
THIS AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT AND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “SUPPLEMENT”) is executed as of July 30, 2008, and effective as of May 1, 2008, and amends and restates that certain SUPPLEMENTAL AGREEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 31, 2007 by and between LSQ Funding Group, L.C. (“LSQ”) and BRE LLC (collectively “Lender”), and Tri-S Security Corporation (“TSS”), for itself and as agent for Paragon Systems, Inc. (“Paragon”), The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Armor Security, Inc., Protection Technologies Corporation, International Monitoring, Inc., and Guardsource Corp (collectively, “Borrower”), and amends Section 2.13 of the Credit Agreement (as the term is defined below).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • October 18th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
This NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is entered into and effective as of (the “Date of Grant”), by and between Tri-S Security Corporation, a Georgia corporation (the “Company”), and (the “Optionee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 7th, 2008 • Tri-S Security Corp • Services-detective, guard & armored car services
This LOAN AND SECURITY AGREEMENT, is entered into as of December 31, 2007, by and between LSQ Funding Group, L.C. (“Lender”), on the one hand, and Tri-S Security Corporation (“TSS”), Paragon Systems, Inc. (“Paragon”), The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Armor Security, Inc. (“Armor”), Protection Technologies Corporation, International Monitoring, Inc., and Guardsource Corp., on the other hand (collectively, “Borrower”).
AMENDMENT NO. 1 TO DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • November 14th, 2008 • Tri-S Security Corp • Services-detective, guard & armored car services
THIS AMENDMENT NO. 1 TO DIRECTOR DESIGNATION AGREEMENT (this “Amendment”) is made and entered into as of November 5, 2008, by and between TRI-S SECURITY CORPORATION, a Georgia corporation (the “Company”), and SELECT CONTRARIAN VALUE PARTNERS, L.P. (“Select Contrarian”).
Security AgreementSecurity Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of the above date, between the above-named debtors (individually and collectively, the “Debtor”), whose chief executive office is set forth above (“Debtor’s Address”), and LSQ FUNDING GROUP, L.C. and BRE LLC, (collectively, “Lender”), whose address is 1405 West Colonial Drive, Orlando, Florida 32804.
TRI-S SECURITY CORPORATION MARKET STAND-OFF AGREEMENTTri-S Security Corp • February 4th, 2005 • Services-detective, guard & armored car services
WHEREAS, the undersigned ("Investor") is an investor in Tri S Security Corporation (the "Company"), having purchased shares of the capital stock of the Company or certain notes and warrants issued by the Company, which notes and or warrants are convertible into the capital stock of the Company.
