0001193125-09-112880 Sample Contracts

ASSET PURCHASE AGREEMENT BY AND AMONG THE CORNWALL GROUP, INC., FORESTVILLE CORPORATION, VANGUARD SECURITY OF BROWARD COUNTY, INC., VANGUARD SECURITY, INC., ON GUARD SECURITY AND INVESTIGATIONS, INC., AND ARMOR SECURITY, INC., AS SELLERS, AND TRI-S...

Asset Purchase Agreement • May 15th, 2009 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia

• Contract Type
  Asset Purchase Agreement
• Filed
  May 15th, 2009
• Company
  Tri-S Security Corp
• Industry
  Services-detective, guard & armored car services
• Jurisdiction
  Georgia

THIS ASSET PURCHASE AGREEMENT is entered into as of May 13, 2009, by and among, THE CORNWALL GROUP, INC., a Florida corporation, FORESTVILLE CORPORATION, a Florida corporation, VANGUARD SECURITY OF BROWARD COUNTY, INC., a Florida corporation, VANGUARD SECURITY, INC., a Florida corporation, ON GUARD SECURITY AND INVESTIGATIONS, INC., a Florida corporation, and ARMOR SECURITY, INC., a Florida corporation, (each, a “Seller” and collectively, “Sellers”), U.S. SECURITY ASSOCIATES, INC., a Delaware corporation (“Buyer”), and TRI-S SECURITY CORPORATION, a Georgia corporation (“Shareholder”).

ASSIGNMENT AND ASSUMPTION AGREEMENT

Assignment and Assumption Agreement • May 15th, 2009 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia

• Contract Type
  Assignment and Assumption Agreement
• Filed
  May 15th, 2009
• Company
  Tri-S Security Corp
• Industry
  Services-detective, guard & armored car services
• Jurisdiction
  Georgia

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of May 13, 2009, by and between THE CORNWALL GROUP, INC., a Florida corporation, FORESTVILLE CORPORATION, a Florida corporation, VANGUARD SECURITY, INC., a Florida corporation, VANGUARD SECURITY OF BROWARD COUNTY, INC., a Florida corporation, ON GUARD SECURITY AND INVESTIGATIONS, INC., a Florida corporation, AND ARMOR SECURITY, INC., a Florida corporation (collectively, “Assignors”), and U.S. SECURITY ASSOCIATES, INC., a Delaware corporation (“Assignee”).

BILL OF SALE

Bill of Sale • May 15th, 2009 • Tri-S Security Corp • Services-detective, guard & armored car services

• Contract Type
  Bill of Sale
• Filed
  May 15th, 2009
• Company
  Tri-S Security Corp
• Industry
  Services-detective, guard & armored car services

THIS BILL OF SALE (this “Instrument”) is made as of May 13, 2009, by THE CORNWALL GROUP, INC., a Florida corporation, FORESTVILLE CORPORATION, a Florida corporation, VANGUARD SECURITY, INC., a Florida corporation, VANGUARD SECURITY OF BROWARD COUNTY, INC., a Florida corporation, ON GUARD SECURITY AND INVESTIGATIONS, INC., a Florida corporation, and ARMOR SECURITY, INC., a Florida corporation (each, a “Seller” and, collectively, “Sellers”), in favor of U.S. SECURITY ASSOCIATES, INC., a Delaware corporation (“Buyer”).

ESCROW AGREEMENT

Escrow Agreement • May 15th, 2009 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia

• Contract Type
  Escrow Agreement
• Filed
  May 15th, 2009
• Company
  Tri-S Security Corp
• Industry
  Services-detective, guard & armored car services
• Jurisdiction
  Georgia

THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of May 13, 2009 (the “Effective Date”) by and among THE CORNWALL GROUP, INC. a Florida corporation, FORESTVILLE CORPORATION, a Florida corporation, VANGUARD SECURITY OF BROWARD COUNTY, INC., a Florida corporation, VANGUARD SECURITY, INC., a Florida corporation, ON GUARD SECURITY AND INVESTIGATIONS, INC., a Florida corporation, and ARMOR SECURITY, INC., a Florida corporation (each, a “Seller” and, collectively, “Sellers”), U.S. SECURITY ASSOCIATES, INC., a Delaware corporation (“Buyer”), and SUNTRUST BANK, a Georgia banking corporation, as escrow agent (“Escrow Agent”).

NON-COMPETE AGREEMENT (Sellers, Shareholder, and Affiliates)

Non-Compete Agreement • May 15th, 2009 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia

• Contract Type
  Non-Compete Agreement
• Filed
  May 15th, 2009
• Company
  Tri-S Security Corp
• Industry
  Services-detective, guard & armored car services
• Jurisdiction
  Georgia

THIS NON-COMPETE AGREEMENT (this “Agreement”), is made as of May 13, 2009, by THE CORNWALL GROUP, INC., a Florida corporation, FORESTVILLE CORPORATION, a Florida corporation, VANGUARD SECURITY OF BROWARD COUNTY, INC., a Florida corporation, VANGUARD SECURITY, INC., a Florida corporation, ON GUARD SECURITY AND INVESTIGATIONS, INC., a Florida corporation, and ARMOR SECURITY, INC., a Florida corporation (each, a “Seller” and, collectively, “Sellers”); TRI-S SECURITY CORPORATION, a Georgia corporation (“Shareholder”); and PARAGON SYSTEMS, INC., an Alabama corporation, and PROTECTION TECHNOLOGIES CORPORATION, a Florida corporation (each, an “Affiliate” and, collectively, “Affiliates”), in favor of U.S. SECURITY ASSOCIATES, INC. (“Buyer”).