PLEDGE AGREEMENTPledge Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • California
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of October 18, 2005, is entered into between Tri-S Security Corporation (“Pledgor”) and LSQ Funding Group, L.C. and BRE LLC (individually and collectively “Secured Party”), with reference to the following:
CREDIT AGREEMENT dated as of October 18th, 2005 between Tri-S Security Corporation Paragon Systems, Inc. The Cornwall Group, Inc. Vanguard Security, Inc. Forestville Corporation Vanguard Security of Broward County, Inc. On Guard Security and...Credit Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
The Cornwall Group, Inc. 10145 Northwest 19th StreetLetter Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
This letter agreement (the “Agreement”) confirms certain understandings and agreements by and between you and The Cornwall Group, Inc., a Florida corporation (the “Company”), regarding your employment with the Company following the consummation of the transactions contemplated by that certain Stock Purchase Agreement dated as of August 30, 2005 by and among Tri-S Security Corporation (“Tri-S”) and the shareholders of the Company (the “Shareholders”), as amended by Amendment No. 1 to the Stock Purchase Agreement dated as of even date herewith by and among Tri-S and the Shareholders (as so amended, the “Purchase Agreement”). All capitalized terms used herein without definitions shall have the meanings specified in the Purchase Agreement.
FACTORING AND SECURITY AGREEMENTFactoring and Security Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
THIS FACTORING AND SECURITY AGREEMENT (“Agreement”) is made as of October 18, 2005 by and between Tri-S Security Corporation (“TSS”), for itself and as agent for Paragon Systems, Inc. (“Paragon”), The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Armor Security, Inc., Protection Technologies Corporation, International Monitoring, Inc., Guardsource Corp. and Virtual Guard Source, Inc. (collectively “Seller”) and LSQ FUNDING GROUP L.C. (“Purchaser”).
Security AgreementSecurity Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of the above date, between the above-named debtors (individually and collectively, the “Debtor”), whose chief executive office is set forth above (“Debtor’s Address”), and LSQ FUNDING GROUP, L.C. and BRE LLC, (collectively, “Lender”), whose address is 1405 West Colonial Drive, Orlando, Florida 32804.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services
This Amendment No. 1 to Stock Purchase Agreement (the “Amendment”) is made and entered into on this 18th day of October, 2005, 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.
ESCROW AGREEMENTEscrow Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services • Florida
THIS ESCROW AGREEMENT (the “Agreement”), dated as of October 18, 2005, is entered into by and among TRI-S SECURITY CORPORATION, a Georgia corporation (the “Purchaser”), DAVID SHOPAY, as Shareholder Representative (the “Shareholder Representative”), and SUNTRUST BANK, a Georgia state banking association, 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).
GUARANTY AGREEMENT NOTICE: THIS DOCUMENT CONTAINS A WAIVER OF TRIAL BY JURYGuaranty Agreement • October 24th, 2005 • Tri-S Security Corp • Services-detective, guard & armored car services
This GUARANTY AGREEMENT, dated as of October 18, 2005, is made by Tri-S Security Corporation, Paragon Systems, Inc., The Cornwall Group, Inc., Vanguard Security, Inc., Forestville Corporation, Vanguard Security of Broward County, Inc., On Guard Security and Investigations, Inc., Armor Security, Inc., Protection Technologies Corporation, Guardsource Corp., Virtual Guard Source, Inc. and International Monitoring, Inc. (collecively “Guarantor”), in favor of LSQ Funding Group, L.C. and BRE LLC (collectively “Guaranteed Party”), to induce Guaranteed Party to extend or to continue to extend financial accommodations to Borrower (as hereinafter defined).
