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.
EXHIBIT 99.1 ================================================================== ============== SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2003 • 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
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
