XXXXXXX 00.0
XXXX WARRANT CO., LLC
000 XXXX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
October 27, 2003
DualStar Technologies Corporation
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: TERMINATION OF WARRANT AGREEMENT
Gentlemen:
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 Xxxxxxxxx, L.L.C., a New York limited
liability company and an affiliate of WarrantCo ("Xxxxxxxxx"), pursuant to which
the Company will issue, sell and deliver to Xxxxxxxxx certain shares of the
Company's Common Stock, par value $0.01 per share, in exchange for the surrender
by Xxxxxxxxx of the outstanding balance owed to it by the Company under a
certain promissory note.
In connection with the execution and delivery of the Purchase
Agreement, and in order to facilitate the transactions contemplated thereby,
WarrantCo hereby agrees that, simultaneous with and subject to the consummation
of the Closing (as such term is defined in the Purchase Agreement), the Warrant
Agreement, the Warrants and all of WarrantCo's rights and claims in respect
thereof shall terminate automatically in all respects, with no further action on
the part of the parties thereto, effective immediately; and WarrantCo hereby
releases, on behalf of itself and its affiliates, any and all claims that it may
now have, or would
hereafter have, against the Company or any of its affiliates arising out of or
in respect of the Warrant Agreement or the Warrants.
The terms of this letter agreement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such State.
Very truly yours,
DSTR WARRANT CO., LLC
By:
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Name:
Title:
Acknowledged and Agreed:
DualStar Technologies Corporation
By:
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Name:
Title:
