WARRANT AGREEMENTWarrant Agreement • January 10th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Georgia
THIS AGREEMENT dated as of , 2005, between Tri-S Security Corporation, a Georgia corporation (the "Company"), and Registrar and Transfer Company., a transfer agency located in Cranford, New Jersey (the "Warrant Agent").
TRI-S SECURITY CORPORATION UNDERWRITING AGREEMENTTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services • Florida
Capital Growth Financial, LLC Bathgate Capital Partners LLC Newbridge Securities Corporation As Representatives of the several Underwriters named in Schedule I hereto 225 NE Mizner Blvd. Suite 750 Boca Raton, FL 33432
FORM OF REPRESENTATIVE'S WARRANTTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services • Colorado
This certifies that, in consideration of $100 duly paid by or on behalf of Bathgate Capital Partners LLC ("Bathgate") or its assigns (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 [180 days after the effective date of the registration statement] (the "Commencement Date"), and at or before 5:00 p.m., Mountain Time, , 2010 (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 (a "Share") 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 act
Explanatory note to attached: Representative's Option for the Purchase of WarrantsTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services
The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated , 2005 ("Underwriting Agreement") with Tri-S Security Corporation. ("Tri-S") relating to the offering of 1,800,000 Units of Tri-S. Each Unit consists of one share of Tri-S's common stock and one warrant to purchase common stock, all as more fully described in the Underwriting Agreement and in a Warrant Agreement dated , 2005 between Tri-S and Registrar and Transfer Company, as warrant agent.
Tri-S Security Corporation November 30, 2004Letter Agreement • January 10th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services
This letter ("Letter Agreement"), when countersigned by each of you, will set forth the agreement among Tri-S Security Corporation (the "Company") and each of you regarding the subject matter set forth herein. Reference is made to that certain (i) Agreement Regarding Notes and Preferred Shares dated as of September 29, 2004 among the Company, Charles Keathley, Robert Luther, Harold Bright and John Wilson, as amended by that certain Letter Agreement dated October 6, 2004 among the Company and Messrs. Keathley and Luther (the "Original Agreement"); (ii) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor of Mr. Keathley in principal amount of $2,983,750.00 (the "Keathley Note"); (iii) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor of Mr. Luther in principal amount of $1,462,450.00 (the "Keathley Note"); and (iv) Amended and Restated Promissory Note dated September 29, 2004 made by the Company in favor Mr.
Consulting AgreementTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services
EMPLOYMENT AGREEMENT BETWEEN DIVERSIFIED SECURITY CORPORATION AND DOUG BALLTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services • Georgia
THIS AGREEMENT made and entered into as of this 25th day of March, 2002 by and between DIVERSIFIED SECURITY CORPORATION, a Georgia corporation (the "Corporation"), and Doug Ball (hereinafter referred to as "Executive").
Tri-S Security Corporation December 14, 2004Letter Agreement • January 10th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services
This letter ("Letter Agreement"), when countersigned by each of you, will set forth the agreement among Tri-S Security Corporation (the "Company"), Paragon Systems, Inc. ("Paragon") and each of you regarding the subject matter set forth herein. Reference is made to that certain (i) Consent Agreement to Extend Promissory Notes among Paragon, the Company and each of you (the "Extension Agreement"); (ii) Employment Agreement dated February 24, 2004 between Paragon and Harold Bright (the "Bright Employment Agreement"); (iii) Employment Agreement dated February 24, 2004 between Paragon and John Wilson (the "Wilson Employment Agreement"); (iv) Promissory Note dated February 24, 2004 issued by the Company to Mr. Bright in principal amount of $526,900.00 (the "Bright Note"); (v) Promissory Note dated February 24, 2004 issued by the Company to Mr. Wilson in principal amount of $526,900.00 (the "Wilson Note"); and (vii) Promissory Note originally dated March 11, 2004, and amended and restated on
Tri-S Security Corporation December 7, 2004Letter Agreement • January 10th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services
This letter ("Letter Agreement"), when countersigned by you, will set forth the agreement between you and Tri-S Security Corporation, a Georgia corporation formerly known as Diversified Security Corporation ("Tri-S Security"), regarding the subject matter set forth herein. The releases, agreements and covenants set forth in this Letter Agreement are given and made in connection with Tri-S Security preparing for an underwritten initial public offering of its securities (the "Initial Public Offering"). Reference is made to that certain Consulting Agreement between Tri-S Security and you dated March 25, 2002 (the "Consulting Agreement") and that certain Employment Agreement between Tri-S Security and you dated March 25, 2002 (the "Employment Agreement").
Explanatory note to attached: Representative's Option for the Purchase of Common StockTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services
The Representative is a co-managing underwriter pursuant to an Underwriting Agreement dated , 2005 ("Underwriting Agreement") with Tri-S Security Corporation ("Tri-S") relating to the offering of 1,800,000 Units of Tri-S. Each Unit consists of one share of Tri-S's common stock and one warrant to purchase common stock, all as more fully described in the Underwriting Agreement and in a Warrant Agreement dated , 2005 between Tri-S and Registrar and Transfer Company, as warrant agent.
TRI-S SECURITY CORPORATION MARKET STAND-OFF AGREEMENTTri-S Security Corp • January 10th, 2005 • Services-detective, guard & armored car services
WHEREAS, the undersigned ("Investor") is an investor in Tri S Security Corporation (the "Company"), having puchased shares of the capital stock of the Company or certain notes and warrants issued by the Company, which notes and or warrants are convertible into the capital stock of the Company.
