EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") made as of the 7th day of September, 2000 by and between DENNIS S. ROSATELLI, with an address at 73 Lake View Drive, Old Tappan, New Jersey 07675 (hereinafter referred to as "Employee") and...Employment Agreement • November 14th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.27 PLEDGE AGREEMENT ---------------- PLEDGE AGREEMENT ("Agreement") dated as of August 20, 2004, between DualStar Technologies Corporation, with an address at 11-30 47th Avenue, Long Island City, New York 11101 ("Guarantor") and Gary Segal,...Pledge Agreement • August 26th, 2004 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (the "Agreement") made the 25th day of November, 1998, by and among DUALSTAR TECHNOLOGIES CORPORATION, a Delaware corporation (the "Corporation"), and the persons or entities listed on Schedule A annexed...Stockholders Agreement • February 16th, 1999 • Dualstar Technologies Corp • Construction - special trade contractors • New York
Exhibit 10.25 SECURITY AGREEMENT ------------------ AGREEMENT made as of this 20th day of August, 2004 (the "Agreement") between Gary Segal, an individual with an address at 101-32 101st Street, Ozone Park, New York 11416 his successors and permitted...Security Agreement • August 26th, 2004 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
BETWEENStock Purchase Agreement • May 15th, 2000 • Dualstar Technologies Corp • Construction - special trade contractors • New York
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), entered into this 7th day of June, 2000 but dated and effective as of the 1st day of June, 1999, by and between DualStar Technologies Corporation, a Delaware corporation (the "Company"), and...Employment Agreement • September 28th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
DUALSTAR TECHNOLOGIES CORPORATION REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • February 14th, 2001 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
ARTICLE ISecurities Purchase Agreement • May 15th, 2000 • Dualstar Technologies Corp • Construction - special trade contractors • Delaware
EXHIBIT 99.5 DSTR WARRANT CO., LLC 450 PARK AVENUE, 28TH FLOOR NEW YORK, NEW YORK 10022Warrant Agreement • November 12th, 2003 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
We refer to the Class E Warrant Agreement, dated as of November 8, 2000 (the "Warrant Agreement"), by and between DualStar Technologies Corporation, a Delaware corporation (the "Company") and DSTR Warrant Co., LLC, a Delaware limited liability company ("WarrantCo") and the certificates representing the warrants issued thereby (the "Warrants"). As of the date of this letter agreement, the Company is entering into that certain Securities Purchase Agreement (the "Purchase Agreement") with Madeleine, L.L.C., a New York limited liability company and an affiliate of WarrantCo ("Madeleine"), pursuant to which the Company will issue, sell and deliver to Madeleine certain shares of the Company's Common Stock, par value $0.01 per share, in exchange for the surrender by Madeleine of the outstanding balance owed to it by the Company under a certain promissory note.
BY AND AMONGAsset Purchase Agreement • August 19th, 2003 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") dated November 25, 1998 among DUALSTAR TECHNOLOGIES CORPORATION, a Delaware corporation having its principal office at 11-30 47th Avenue, Long Island City, New York 11101...Registration Rights Agreement • February 16th, 1999 • Dualstar Technologies Corp • Construction - special trade contractors • New York
EXHIBIT 99.1 ================================================================== ============== SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2003 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • Delaware
AMONGMerger Agreement • May 15th, 2000 • Dualstar Technologies Corp • Construction - special trade contractors • New York
NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT ("Agreement") dated November 25, 1998 between DUALSTAR TECHNOLOGIES CORPORATION, a Delaware corporation having its principal office at 11-30 47th Avenue, Long Island City, New York 11101 (the...Note Purchase Agreement • February 16th, 1999 • Dualstar Technologies Corp • Construction - special trade contractors • New York
STOCK PURCHASE AGREEMENT DATED AS OF MARCH 28, 2000Stock Purchase Agreement • May 24th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
Execution Copy STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (the "Agreement") made the 28th day of March, 2000 by and among DUALSTAR TECHNOLOGIES CORPORATION, a Delaware corporation (the "Company"), and BLACKACRE CAPITAL MANAGEMENT L.L.C. and...Stockholders Agreement • May 15th, 2000 • Dualstar Technologies Corp • Construction - special trade contractors • New York
ARTICLE 1 DEFINITIONSRegistration Rights and Lock-Up Agreement • September 28th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.29 FORM OF AGREEMENTSubcontract Agreement • February 4th, 2005 • Dualstar Technologies Corp • Telephone communications (no radiotelephone)
Original Contract Values through December 31, 2004: --------------------------------------------------- Original contract: $_______ Approved change orders: _______ Unapproved (pending) change orders: _______ Additional Billings: _______
VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement") is entered into as of the 10th day of May, 2000, by and among DualStar Technologies Corporation, a Delaware corporation (the "Company"), and Donald Johnson, Mark Mayhook and Geneva Associates...Voting Agreement • September 28th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 99.3 DUALSTAR TECHNOLOGIES CORPORATION REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • November 12th, 2003 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.23 [LOGO]General Agreement of Indemnity • May 17th, 2004 • Dualstar Technologies Corp • Telephone communications (no radiotelephone)
WHEREAS, the undersigned (hereinafter individually and collectively called "Indemnitor") desires __________________ or any of its subsidiary or affiliated insurers (hereinafter called "Company") to execute bonds including undertakings and other like obligations (hereinafter referred to as bond or bonds) on behalf of _____________________ ______________________________________________________________________________ or on behalf of any of its subsidiaries or on behalf of any subsidiary of a subsidiary or successive subsidiaries, direct or indirect, now existing or hereafter created (hereinafter called "Subsidiaries") or on behalf of any one or more of them and also desires the execution of bonds on behalf of individuals, partnerships, corporations, limited liability, companies or any other similarly unincorporated associations of members (hereinafter called "Affiliates").
GUARANTYGuaranty • August 26th, 2004 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
CONSULTING AGREEMENT This Consulting Agreement dated as of June 1, 2000 by and between DualStar Technologies Corporation, a Delaware corporation having its address at 1 Park Avenue, New York, New York 10016 ("DualStar"), and Hades Advisors LLC, a New...Consulting Agreement • September 28th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • Delaware
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") made as of the 1st day of June, 2000 by and between Barry Halpern (hereinafter referred to as "Employee") and DUALSTAR TECHNOLOGIES CORPORATION, a Delaware corporation having its principal...Employment Agreement • September 28th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
AGREEMENT Whereas, Five Star Electric Co., an electrical contractor located at 101-32 101st Street, Ozone Park, New York ("Five Star") is in negotiations to manage the completion of certain projects of High Rise Electric Inc., an electrical contractor...Management Agreement • February 4th, 2005 • Dualstar Technologies Corp • Telephone communications (no radiotelephone)
Whereas, Five Star Electric Co., an electrical contractor located at 101-32 101st Street, Ozone Park, New York ("Five Star") is in negotiations to manage the completion of certain projects of High Rise Electric Inc., an electrical contractor located at 47-25 34th Street, Long Island City, New York ("High Rise"); and
CONSULT YOUR LAWYER BEFORE SIGNING THIS INSTRUMENT - THIS INSTRUMENT SHOULD BE USED BY LAWYERS ONLYBargain & Sale Deed • November 12th, 2003 • Dualstar Technologies Corp • Telephone communications (no radiotelephone)
and 11-30 47th Avenue Company LLC, a Delaware limited liability company, having an address c/o Blackacre Capital, 299 Park Avenue, New York, New York 10171, Attention: Mr. Howard Glatzer,
EXHIBIT 99.4 FORM OF AGREEMENT TO SURRENDER OPTIONS [LETTERHEAD OF DUALSTAR TECHNOLOGIES CORPORATION] June 25, 2003 [management addressee] [address] [city/state/zip] Dear [Mr. Executive]: As you know, DualStar Technologies Corporation (the "Company")...Agreement to Surrender Options • November 12th, 2003 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
UNITED STATES FIDELITY AND GUARANTY COMPANY FIDELITY AND GUARANTY INSURANCE COMPANY FIDELITY AND GUARANTY INSURANCE UNDERWRITERS, INC. MASTER SURETY AGREEMENT This AGREEMENT is made and entered into by: DualStar Technologies Corporation, 11-30th 47th...Master Surety Agreement • September 28th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone)
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement") made as of the 17th day of March, 2000 by and between Peter P. Sach (hereinafter referred to as "Employee") and DUALSTAR COMMUNICATIONS, INC., a Delaware corporation having an office for the...Employment Agreement • September 28th, 2000 • Dualstar Technologies Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.18 GENERAL AGREEMENT OF INDEMNITY THIS General Agreement of Indemnity (hereinafter called Agreement), made and entered into this ___ day of ________________, 2003 by Robert Joe Hanson as Individual Surety & the undersigned as PRINCIPAL and...General Agreement of Indemnity • September 29th, 2003 • Dualstar Technologies Corp • Telephone communications (no radiotelephone)
