AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER entered into as of June 15, 2004 among SECURE SYSTEM, INC., a New Jersey corporation ("Secure"), SOMERSET INTERNATIONAL GROUP, INC., a Delaware corporation ("Somerset"), and SECSYS ACQUISITION...Agreement and Plan of Merger • March 15th, 2005 • Somerset International Group,inc. • Industrial instruments for measurement, display, and control • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2006 • Somerset International Group,inc. • Communications equipment, nec • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of October 24, 2006, by and between Somerset International Group, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office at 90 Washington Valley Road, Bedminster, NJ 07921 (the “Company”), and Dutchess Private Equities Fund, L.P., a Delaware limited partnership with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Holder”).
INVESTMENT AGREEMENTInvestment Agreement • October 26th, 2006 • Somerset International Group,inc. • Communications equipment, nec • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of October 24, 2006 by and between Somerset International Group, Inc. a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, LP, a Delaware limited partnership (the "Investor").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 20th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), which is effective as of October 1, 2007, is executed on the day last set forth below, by and among Somerset International Group, Inc., a Delaware corporation (hereinafter “Somerset” or the “Buyer”), and Vincent A. Bianco, an individual, and Opie F. Brinson, an individual, being all of the shareholders of Fire Control Electrical Systems, Inc. (hereinafter collectively “Sellers” and each individually, a “Seller”).
ADDENDUMSomerset International Group,inc. • November 20th, 2007 • Communications equipment, nec
This Addendum (“Addendum”), to the Warrant Number June 2007 101 dated June 12, 2007 (the "June Warrant") between Dutchess Private Equities Fund, Ltd ("Dutchess") and Somerset International, Inc. (the "Company") is made this 12th day of November, 2007.
APPENDIX X (Corporation/Municipal Corporation)Somerset International Group,inc. • April 17th, 2008 • Communications equipment, nec • New York
Agency Code 50000 Contract No. C008211 Amendment # 1 Entire Contract Period 01/01/2003 – 12/31/2012 Entire Contract Amount for Period $4,769,573.07 (Estimated Value) Amendment Period 01/01/2008 – 12/31/2012 Amendment Amount for Period $2,514,129 (Estimated Value) This is an AGREEMENT between THE STATE OF NEW YORK, acting by and through The Office of Mental Health , having its principal office at 44 Holland Avenue Albany NY (hereinafter referred to as the STATE), and Secure System Inc. (hereinafter referred to as the CONTRACTOR), for modification of Contract Number C008211, as amended in attached Appendix(ices) A, A1, B, B1, B2, C, D, Rider 1, Consulting Disclosure Instructions Form & Form B . All other provisions of said AGREEMENT shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT as of the dates appearing under their signatures.
Board of Directors Somerset International Group, Inc.Somerset International Group,inc. • February 13th, 2006 • Industrial instruments for measurement, display, and control
EMPLOYMENT AGREEMENTEmployment Agreement • November 1st, 2005 • Somerset International Group,inc. • Industrial instruments for measurement, display, and control
THIS AGREEMENT is made as of January 6, 2004, between Somerset International Group, Inc., a New Jersey corporation (the “Corporation”), and John X. Adiletta (the “Employee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 1st, 2005 • Somerset International Group,inc. • Industrial instruments for measurement, display, and control • New Jersey
THIS Stock Purchase Agreement (the “Agreement”) is made and entered into as of the 31st day of December, 2003, by and between J.R.S. Holdings, LLC (the “Seller”), and Somerset International Group Inc. (the “Buyer”).
ESCROW AGREEMENTEscrow Agreement • November 20th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
THIS ESCROW AGREEMENT is entered into as of this ___ day of November, 2007, by and among Somerset International Group, Inc., a Delaware corporation (hereinafter “Somerset” or the “Buyer”), Vincent A. Bianco and Opie F. Brinson, being all of the shareholders of Fire Control Electrical Systems, Inc. (hereinafter collectively “Sellers” and each individually, a “Seller”), and Picinich & McClure, Esqs., 139 Harristown Road, Suite 101, Glen Rock, New Jersey 07452 (“Escrow Agent”)
CORPORATE GUARANTYCorporate Guaranty • July 10th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
FOR VALUE RECEIVED, the receipt and sufficiency is hereby acknowledged, and with the knowledge that but for this corporate guaranty (this "Guaranty") Keith Kesheneff and Kathryn Kesheneff (collectively, the "Holder") would not enter into that certain Stock Purchase Agreement executed on July 5, 2007 and effective as of June 30, 2007 (the "SPA"), to induce further the Holder to enter into the SPA and to accept the Convertible Promissory Note and any other promissory notes to be made pursuant to the SPA, SECURE SYSTEM, INC., a New Jersey corporation ("Secure") hereby absolutely and unconditionally guarantees certain obligations to the Holder as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 10th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), which is effective as of June 30, 2007, is executed on the day last set forth below, by and among Secure System, Inc., a New Jersey corporation (hereinafter "Secure" or the "Buyer"), a wholly owned subsidiary of Somerset International Group, Inc., a Delaware corporation (hereinafter "Somerset") and Keith Kesheneff, an individual, and Kathryn Kesheneff, an individual, being all of the shareholders of Meadowlands (hereinafter collectively "Sellers" and each individually, a "Seller").
ContractSomerset International Group,inc. • June 20th, 2007 • Communications equipment, nec • New Jersey
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SOMERSET INTERNATIONAL GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
CONSULTING, CONFIDENTIALITY, AND NON-COMPETITION AGREEMENTNon-Competition Agreement • November 20th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
This Consulting, Confidentiality, and Non-competition Agreement (this “Agreement”) is made and entered into on this 13th day of November, 2007, by and among Somerset International Group, Inc., a Delaware corporation (hereinafter “Somerset” or the “Buyer”), Opie F. Brinson (“Brinson”), and Fire Control Electrical Systems, Inc., a New Jersey corporation (“FCES”). Somerset and FCES are sometimes collectively referred to as “the Companies”.
December 31, 2004 Board of Directors Somerset International Group, Inc.Somerset International Group,inc. • August 11th, 2006 • Communications equipment, nec
IN WITNESS THEREOF, the party hereto have executed or approved this AGREEMENT on the dates below the signatures.Somerset International Group,inc. • February 13th, 2006 • Industrial instruments for measurement, display, and control
This AGREEMENT is hereby made by and between the State of New York agency (STATE) and the public or private agency (CONTRACTOR) identified on the face page hereof.
STOCK PLEDGE AND ESCROW AGREEMENTStock Pledge and Escrow Agreement • July 10th, 2007 • Somerset International Group,inc. • Communications equipment, nec • New Jersey
This Stock Pledge and Escrow Agreement (this "Agreement") is executed on July 5, 2007, is made by and between Secure System, Inc., a New Jersey corporation ("Pledgor"), Keith Kesheneff and Kathryn Kesheneff (collectively referred to as "the Secured Party") and Brown, Moskowitz & Kallen, P.C., solely in its capacity as the escrow agent (the "Escrow Agent").
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT DATED JANUARY 6, 2004Employment Agreement • September 22nd, 2008 • Somerset International Group,inc. • Communications equipment, nec
As of August 29, 2008, this agreement shall serve as the first Amendment to the Employment Agreement dated January 6, 2004 between Somerset International Group, Inc. (the “Company”), a Delaware Corporation at 90 Washington Valley Road, Bedminster, NJ 07921, and John X. Adiletta, (“Employee”) at 51 Boulderwood Drive, Bernardsville, NJ 07924.
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER between SOMERSET INTERNATIONAL GROUP, INC., a Delaware corporation ("Somerset Delaware"), and SOMERSET INTERNATIONAL GROUP, INC., a New Jersey corporation ("Somerset New Jersey"), Somerset...Agreement and Plan of Merger • July 15th, 2004 • Somerset International Group,inc. • Industrial instruments for measurement, display, and control • Delaware
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 1st, 2005 • Somerset International Group,inc. • Industrial instruments for measurement, display, and control • Delaware
AGREEMENT AND PLAN OF MERGER between SOMERSET INTERNATIONAL GROUP, INC., a Delaware corporation (“Somerset Delaware”), and SOMERSET INTERNATIONAL GROUP, INC., a New Jersey corporation (“Somerset New Jersey”), Somerset Delaware and Somerset New Jersey being sometimes referred to herein as the “Constituent Corporations.”
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 1st, 2005 • Somerset International Group,inc. • Industrial instruments for measurement, display, and control • New Jersey
AGREEMENT AND PLAN OF MERGER entered into as of June 15, 2004 among SECURE SYSTEM, INC., a New Jersey corporation (“Secure”), SOMERSET INTERNATIONAL GROUP, INC., a Delaware corporation (“Somerset”), and SECSYS ACQUISITION CORP., a New Jersey corporation (“Acquisition”).
STOCK PLEDGE AND ESCROW AGREEMENTStock Pledge and Escrow Agreement • February 13th, 2006 • Somerset International Group,inc. • Industrial instruments for measurement, display, and control • Somerset
THIS STOCK PLEDGE AND ESCROW AGREEMENT (this “Agreement”) is entered into as of July 7, 2004 by Somerset International Group, Inc. (“Pledgor” or “Somerset”) and Robert Brantl, Esq., as escrow agent (“Escrow Agent”), for the benefit of the holders (the “Holders”) of the Series A Redeemable Convertible Preferred Stock issued by Pledgor (the “Preferred Shares”).
STOCK PURCHASE AGREEMENT THIS Stock Purchase Agreement (the "Agreement") is made and entered into as of the 31st day of December, 2003, by and between J.R.S. Holdings, LLC (the "Seller"), and Somerset International Group Inc. (the "Buyer")....Stock Purchase Agreement • February 19th, 2004 • Ors Automation Inc • Industrial instruments for measurement, display, and control • New Jersey
ADDENDUMAddendum • September 16th, 2008 • Somerset International Group,inc. • Communications equipment, nec
This Addendum (“Addendum”), to the Debenture Number November 2007 101 dated November 13, 2007 (the "November Debenture") between Dutchess Private Equities Fund, Ltd ("Dutchess") and Somerset International, Inc. and all of its subsidiaries (the "Company"), and to the Debenture Number June 2007 101 dated June 12, 2007 (the “June Debenture”) between the Company and Dutchess, by and between the Company and Dutchess, is made this 8th day of September, 2008.
