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”).
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:
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”).
FORM OF WARRANTWarrant Agreement • October 14th, 2004 • Tri-S Security Corp • Colorado
This certifies that, in consideration of $100 duly paid by or on behalf of (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 (the “Commencement Date”), and at or before 5:00 p.m., Mountain Time, , 2009 (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 (the “Shares”) 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 action that would terminate the Warrant. This Warrant is initially exercisable at $ per Share so purchased; provided, howeve
TRI-S SECURITY CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2004 • Tri-S Security Corp • Colorado
Tri-S Security Corporation, a Georgia corporation (the “Company”) proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”), an aggregate of 1,800,000 Shares (the “Firm Shares”) of the Company’s $.001 par value common stock (the “Common Stock”), at a purchase price (net of discounts and commissions) of $ per Firm Share. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule I attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $ per Firm Share. The Firm Shares are to be offered initially to the public (“Offering”) at the offering price of $ per Firm Share.
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 Proceeds • 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, 2006Collective Bargaining Agreement • 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.
Tri-S Security Corporation Paragon Systems, Inc. October 6, 2004Agreement Regarding Notes and Preferred Shares • October 14th, 2004 • Tri-S Security Corp
CONSENT AGREEMENT TO EXTEND PROMISSORY NOTESConsent Agreement to Extend Promissory Notes • October 14th, 2004 • Tri-S Security Corp
WHEREAS, on or about February 23, 2004 Diversified Security Corporation (“Purchaser”) executed documents to purchase all of the issued and outstanding stock of Paragon Systems, Inc. (“Paragon”);
EMPLOYMENT AGREEMENT BETWEEN DIVERSIFIED SECURITY CORPORATION AND RONALD G. FARRELLEmployment Agreement • October 14th, 2004 • Tri-S Security Corp • Georgia
THIS AGREEMENT made and entered into as of this 1 day of January, 2002 by and between DIVERSIFIED SECURITY CORPORATION, a Delaware corporation (the “Corporation”), and Ronald G. Farrell (hereinafter referred to as “Executive”).
OFFICE SERVICES AGREEMENTOffice Services Agreement • October 14th, 2004 • Tri-S Security Corp • Georgia
This Office Services Agreement (“Agreement”) is made between Interactive Offices Mansell, LLC., a Georgia limited liability company (“IOMansell”) and Tri-S Security Corporation (“Client”). The beginning date of this Agreement is October 15, 2004. If the beginning date is not the first day of the month, then the Contract Charges will be pro-rated for that initial, partial month, but the Agreement term will be calculated from the first day of the following month. This Agreement is for a term of four (4) months and ending on February 28, 2005.
JOINT VENTURE LIMITED LIABILITY COMPANY AGREEMENT FOR ARMY FLEET SUPPORT, LLCJoint Venture Limited Liability Company Agreement • October 14th, 2004 • Tri-S Security Corp • Delaware
This Joint Venture Limited Liability Company Agreement is entered into and shall be effective as of the Effective Date by and among the persons executing this Agreement as Members. The Members of this Joint Venture desire to enter into this Agreement to regulate or establish the affairs of the Company, the conduct of its business and the relations of its Members.
OFFICE LEASE AGREEMENTOffice Lease Agreement • October 14th, 2004 • Tri-S Security Corp • Alabama
That SOUTH PARK OFFICE CENTRE, hereinafter called the Lessor, hereby leases to Paragon Systems Inc., hereinafter called the Lessee, whether one or more, the space described in Exhibit “A”, annexed hereto and made a part hereof (hereinafter called the “Demised Premises”), upon the terms and conditions hereinafter stated. Rental space consists of approximately 2039 square feet with a rental rate of $11.85 per square foot. Suite number is 106.
AGREEMENT REGARDING NOTES AND PREFERRED SHARESAgreement Regarding Notes and Preferred Shares • October 14th, 2004 • Tri-S Security Corp • Georgia
This AGREEMENT REGARDING NOTES AND PREFERRED SHARES (together with the exhibits hereto, the “Agreement”) is made as of September 29, 2004 by and among TRI-S SECURITY CORPORATION, a Georgia corporation formerly known as Diversified Security Corporation (the “Company”), and PARAGON SYSTEMS, INC., an Alabama corporation and a wholly-owned subsidiary of the Company (“Paragon”), 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 Tennessee (“Wilson” and, together with Bright, Keathley and Luther, the “Note Holders”), on the other hand.
ASSIGNMENTAssignment of Factoring Credit Balances • October 14th, 2004 • Tri-S Security Corp • Florida
THIS AGREEMENT, made this 27 day of July, 2004, by and among PARAGON SYSTEMS, INC., an Alabama corporation (“Company”), LSQ FUNDING GROUP, L.C., a Florida limited liability company (“Factor”), and BRE LLC, a Florida limited liability company (“Lender”);
STOCK PURCHASE AGREEMENT by and among Diversified Security Corporation and Charles Keathley Robert Luther Harold Bright John Wilson as Shareholders of Paragon Systems, Inc. dated as of February 23, 2004 amending agreement executed January 16, 2004Stock Purchase Agreement • October 14th, 2004 • Tri-S Security Corp • Georgia
WHEREAS, this STOCK PURCHASE AGREEMENT, dated originally as of January 16, 2004, was executed and delivered by and among Diversified Security Corporation, a Georgia corporation (“Purchaser”), and each and all of Charles Keathley, Robert Luther, Harold Bright, and John Wilson (together referred to as the “Selling Shareholders”) as the holders of 100.00% of the capital stock of Paragon Systems, Inc., an Alabama corporation with offices in Huntsville, Alabama (the “Company”), The January 16, 2004 agreement has been amended, as reflected herein. Certain capitalized terms used in this Agreement have the meanings assigned to them in Article 7 hereof;
AGREEMENT BETWEEN PARAGON SYSTEMS, INC. AND INTERNATIONAL UNION SECURITY, POLICE AND FIRE PROFESSIONALS OF AMERICA (SPFPA) AND ITS AMALGAMATED LOCAL 711 FOR SECURITY EMPLOYEES AT THE JOHN C. STENNIS SPACE CENTER HANCOCK COUNTY, MISSISSIPPI EFFECTIVE...Collective Bargaining Agreement • October 14th, 2004 • Tri-S Security Corp
This agreement is entered into by and between Paragon Systems, Inc. and its successors and assigns (hereinafter called the “Company” or “Employer”) and the International Union, Security Police and Fire Professionals of America (SPFPA) and its amalgamated Local No. 711 (hereinafter referred to as the “Union”).
AGREEMENT BETWEEN ITPEU, AFL-CIO AND PARAGON SYSTEMS, INC. Covering Employees at FLETC, Glynco, GACollective Bargaining Agreement • October 14th, 2004 • Tri-S Security Corp
EXCHANGE AND RECAPITALIZATION AGREEMENTExchange and Recapitalization Agreement • October 14th, 2004 • Tri-S Security Corp
This Exchange and Recapitalization Agreement (together with the Exhibits hereto, the “Agreement”) is made as of [ ], 2004 by and among Tri-S Security Corporation, a Georgia corporation (the “Company”), the holders (collectively, the “Shareholders”) of all the Company’s outstanding shares of common stock, $0.001 par value per share (the “Common Stock”), series A convertible preferred stock, $1.00 par value per share (the “Series A Convertible Preferred Stock”), and series B convertible preferred stock, $1.00 par value per share (the “Series B Convertible Preferred Stock”), and the holders of all the Company’s outstanding options and warrants to purchase Common Stock (the “Option Holders”).
AGREEMENT PREAMBLECollective Bargaining Agreement • October 14th, 2004 • Tri-S Security Corp
This Agreement is entered into as of this 1st day of December 2003, by and between PARAGON SYSTEMS INC., (“PSI”) hereinafter referred to as “Employer” and United Union of Security Guards (“UUSG”) hereinafter referred to as the “Union”. The Agreement is effective 1 December 2003 and continues through 1 December 2006. Employee benefits that are in full force and effect are set forth in Appendix I to this Agreement.
SECURITY AGREEMENTSecurity Agreement • October 14th, 2004 • Tri-S Security Corp • Florida
To secure the Obligations (hereinafter defined) of PARAGON SYSTEMS, INC., an Alabama corporation whose address is 3317 Triana Boulevard, Huntsville Alabama 35805 (“Debtor”), to BRE LLC, a Florida limited liability company whose address is 1403 W. Colonial Drive, Suite B, Orlando, Florida 32804 (“Lender”), Debtor and Lender hereby agree as follows:
FACTORING AND SECURITY AGREEMENTFactoring Agreement • October 14th, 2004 • Tri-S Security Corp • Florida
THIS FACTORING AGREEMENT is made as of Closing Date by and between PARAGON SYSTEMS, INC. (“Seller”) and LSQ FUNDING GROUP L.C. (“Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 14th, 2004 • Tri-S Security Corp • Georgia
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of , 2004, by and between TRI-S SECURITY CORPORATION, a Georgia corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2004 • Tri-S Security Corp
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on February 24th; 2004 (“Effective Date”) by and between Paragon Systems, Inc., an Alabama corporation (the “Company”) and Carla J. Cilyok (“Employee”) (together, the “Parties”).
