STOCK PURCHASE AGREEMENT by and among TRI-S SECURITY CORPORATION and THE SHAREHOLDERS OF THE CORNWALL GROUP, INC. As of August 30, 2005Stock Purchase Agreement • September 2nd, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of August 30, 2005, is made and entered into by and among TRI-S SECURITY CORPORATION, a Georgia corporation (the “Purchaser”), and the shareholders (the “Shareholders”) of THE CORNWALL GROUP, INC., a Florida corporation (the “Company”) listed on the signature pages hereto. The Purchaser and the Shareholders are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
EARNEST MONEY ESCROW AGREEMENTEarnest Money Escrow Agreement • September 2nd, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
THIS ESCROW AGREEMENT (the “Agreement”), dated as of August 30, 2005, is entered into by and among TRI-S SECURITY CORPORATION, a Georgia corporation (the “Purchaser”), THE CORNWALL GROUP, INC., a Florida corporation (the “Company”), DAVID SHOPAY, as Shareholder Representative (the “Shareholder Representative”), and BERMAN RENNERT VOGEL & MANDLER, P.A., as escrow agent (the “Escrow Agent”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the “Purchase Agreement” (as hereinafter defined).
