1 EXHIBIT 10.15 TELECOMMUNICATION SYSTEMS, INC. 1997 STOCK OPTION PLAN OPTIONEE AGREEMENTStock Option Agreement • April 25th, 2000 • Telecommunication Systems Inc /Fa/
1 EXHIBIT 10.17 TELECOMMUNICATION SYSTEMS, INC. 1997 STOCK OPTION PLAN OPTIONEE AGREEMENT Incentive Stock Option No. 180.Incentive Stock Option Agreement • April 25th, 2000 • Telecommunication Systems Inc /Fa/
1 EXHIBIT 10.33(b) PLEDGE AGREEMENT THIS AGREEMENT dated as of ___________, made by ______________ (referred to herein as "PLEDGOR"), having a mailing address of ___________________, to and for the benefit of TeleCommunication Systems, Inc., a...Pledge Agreement • May 15th, 2001 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • Maryland
WITNESSETH:Consulting Agreement • June 19th, 2000 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • Maryland
EXHIBIT 10.29 WORLD TRADE CENTER - WEST BUILDING LEASE AGREEMENTLease Agreement • December 11th, 2000 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • Washington
LEASE AGREEMENT BY AND BETWEENLease Agreement • April 25th, 2000 • Telecommunication Systems Inc /Fa/
INTRODUCTIONRegistration Rights Agreement • April 25th, 2000 • Telecommunication Systems Inc /Fa/ • New York
SHARES(1) COMMON STOCKUnderwriting Agreement • June 19th, 2000 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • New York
15G. TOTAL AMOUNT OF CONTRACT $ =============================================== ============================================================ 16. TABLE OF CONTENTS ----------------------------------------------------------------------...Contract • April 25th, 2000 • Telecommunication Systems Inc /Fa/
RECITALSAlliance Agreement • July 28th, 2000 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • New York
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2009 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 26, 2009 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (b) TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation (“TCS”) and LONGHORN ACQUISITION, LLC, a Delaware limited liability company (“Longhorn”, and together with TCS, jointly and severally, individually and collectively, referred to as “Borrower”) each with a principal place of business located at 275 West Street, Suite 400, Annapolis, Maryland 21401, amends and restates a certain Second Amended and Restated Loan and Security Agreement by and among TCS and Bank dated as of October 14, 2005, as amended by a certain First Amendment to Second Amended and Restate
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 21st, 2000 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • Maryland
WITNESSETH:Indemnification Agreement • June 19th, 2000 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • Maryland
AGREEMENT AND PLAN OF MERGER by and among COMTECH TELECOMMUNICATIONS CORP., TYPHOON ACQUISITION CORP. andMerger Agreement • November 23rd, 2015 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 22, 2015, is made by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp., a Maryland corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and TeleCommunication Systems, Inc., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.
SPONSORED BYNonstandardized Adoption Agreement • April 25th, 2000 • Telecommunication Systems Inc /Fa/
Exhibit 10.1 A-I-NET(R) SCN APPLICATION DEVELOPMENT AGREEMENT THIS AGREEMENT ("Agreement"),dated as of 4/4/96, ("Effective Date") is between Lucent Technologies Inc. (Lucent) with offices at 2000 N. Naperville Road., Naperville, Illinois 60566-7033...Application Development Agreement • July 28th, 2000 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 2nd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2004, among TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
EXCHANGE AGREEMENTExchange Agreement • May 2nd, 2013 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with TeleCommunication Systems, Inc. (the “Company”) on May , 2013 whereby the Holders will exchange (the “Exchange”) the Company’s 4.50% Convertible Senior Notes due 2014 (the “Existing Notes”) for the Company’s new % Convertible Senior Notes due 2018 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture to be dated as of , 2013 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
EMPLOYMENT AGREEMENT Between TeleCommunication Systems, Inc. and Thomas M. Brandt, Jr. (Employee Name)Employment Agreement • March 9th, 2010 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
THIS EMPLOYMENT AGREEMENT (“Agreement”), between the individual signing as “Employee” at the end of this Agreement (hereinafter referred to as “Employee”), and TeleCommunication Systems, Inc. (hereinafter referred to as “Company”) is effective as of the 1st day of February, 2010 (“Effective Date”);
EXECUTIVE EMPLOYMENT AGREEMENT betweenExecutive Employment Agreement • January 5th, 2009 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of December 1, 2008 (the “Effective Date”), between the individual signing as “Executive” at the end of this Agreement (hereinafter referred to as “Executive”), and TeleCommunication Systems, Inc. (hereinafter referred to as “Company”);
TENDER AND SUPPORT AGREEMENT by and among comtech telecommunications corp. Typhoon acquisition Corp, telecommunication systems, inc. and Jon B. Kutler dated as ofTender and Support Agreement • November 23rd, 2015 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This Tender and Support Agreement (this “Agreement”), dated as of November 22, 2015 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and Jon B. Kutler (the “Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENT between TeleCommunication Systems, Inc. and Thomas M. Brandt, Jr. (Employee Name)Employment Agreement • November 14th, 2001 • Telecommunication Systems Inc /Fa/ • Radiotelephone communications • Maryland
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as February 1, 2001 (the “Effective Date”), between the individual signing as “Employee” at the end of this Agreement (hereinafter referred to as “Employee”), and TeleCommunication Systems, Inc. (hereinafter referred to as “Company”);
Nonstatutory Stock Option Grant Agreement Under The TeleCommunication Systems, Inc.Nonstatutory Stock Option Grant Agreement • November 5th, 2010 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
The Stock Option Certificate that is attached hereto constitutes a part of this Nonstatutory Stock Option Grant Agreement.
] If this box is marked, supplier must sign Acceptance and return the following number of copies: ------------------------------------------------------------- -------------------------------------------------------------------- 17. ACCOUNTING AND...Order for Supplies or Services • April 25th, 2000 • Telecommunication Systems Inc /Fa/
INCENTIVE STOCK OPTION GRANT AGREEMENT UNDER THE TELECOMMUNICATION SYSTEMS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLANIncentive Stock Option Grant Agreement • March 7th, 2012 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
The Stock Option Certificate that is attached hereto constitutes a part of this Incentive Stock Option Grant Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN TELECOMMUNICATION SYSTEMS, INC. AND DREW A. MORINEmployment Agreement • May 5th, 2010 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
WHEREAS, TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation (the “Company”) and Drew A. Morin (“Employee”) have entered into an employment agreement, effective as of February 1, 2010 (the “Employment Agreement”);
Amended and Restated Loan and Security AgreementLoan and Security Agreement • November 15th, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on the above date (the “Closing Date”) between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California, 95054 and with a loan production office located at 3343 Peachtree Road, N.W., Suite 312, Atlanta, Georgia 30326 TeleCommunication Systems, Inc. (the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN TELECOMMUNICATION SYSTEMS, INC. AND RICHARD A. YOUNGEmployment Agreement • May 5th, 2010 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
WHEREAS, TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation (the “Company”) and Richard A. Young (“Employee”) have entered into an employment agreement, effective as of February 1, 2010 (the “Employment Agreement”);
AGREEMENTShareholder Agreement • February 2nd, 2015 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This Agreement, dated as of January 30, 2015 (this “Agreement”), is by and among TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), Steven R. Becker, an individual resident of Texas (“Becker”), Matthew A. Drapkin, an individual resident of New York (“Drapkin”), BC Advisors, LLC, a Texas limited liability company (“BCA”), Becker Drapkin Management, L.P., a Texas limited partnership (“BD Management”), Becker Drapkin Partners (QP), L.P., a Texas limited partnership (“Becker Drapkin QP”), and Becker Drapkin Partners, L.P., a Texas limited partnership (“Becker Drapkin, L.P.,” and, collectively, with Becker, Drapkin, BCA, BD Management and Becker Drapkin QP, the “Shareholder Group”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2004 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 30, 2004, by and among TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
1 Exhibit 10.8 ASSIGNMENT AND TRANSFER OF RECEIVABLES AGREEMENT Effective Date: March 17, 1997 THE PARTIES: ASSIGNOR: TELECOMMUNICATION SYSTEMS, INC. a/k/a TCS APPLIED TECHNOLOGIES 275 West Street, Suite 400 Suite 400 Annapolis, MD 21401 ASSIGNEE:...Assignment and Transfer of Receivables Agreement • April 25th, 2000 • Telecommunication Systems Inc /Fa/ • Virginia
SOCIÉTÉ GÉNÉRALE 17 COURS VALMY 92987 PARIS-LA DEFENSE, FRANCE DATE: November 11, 2009 TO: TeleCommunication Systems, Inc. ATTENTION: Bruce A. White TELEPHONE: (410) 263-7616 FACSIMILE: (410) 263-7617 FROM: Société Générale FACSIMILE: (212) 278-5624...Equity Derivatives Additional Warrant Confirmation • November 16th, 2009 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
Second Amended and Restated Loan and Security AgreementLoan and Security Agreement • November 8th, 2005 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into on the above date (the “Closing Date”) between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California, 95054 and with a loan production office located at 8020 Towers Crescent Drive, Suite 475, Vienna, Virginia 22182 and TeleCommunication Systems, Inc. (the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
October 28, 2015 Drew A. Morin 1008 Howard Grove View Davidsonville, MD 21035 Dear Drew:Separation Agreement • November 24th, 2015 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software
As discussed, this letter confirms the details of your involuntary separation from TeleCommunication Systems, Inc. (“TCS”), and all parent companies, subsidiaries, successors, affiliated and/or related entities (collectively referred to as the “Company”). While these matters never are easy, we hope that your separation can occur as smoothly as possible and on an amicable basis. Consistent with the terms of your Employment Agreement executed as on March 5, 2010 (including any duly executed amendments thereto), the Company offers you the following separation package contingent upon your entering into the agreement below:
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 5th, 2013 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of July 29, 2013, by and among TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation (“TCS”), SOLVERN INNOVATIONS, INC., a Maryland corporation (“Solvern”), NETWORKS IN MOTION, INC., a Delaware corporation (“NIM”), MICRODATA GIS, INC., a Vermont corporation (“microDATA GIS”), MICRODATA, LLC, a Maryland limited liability company (“microDATA LLC”), NEXTGEN COMMUNICATIONS, INC., a Maryland corporation (“NextGen,” and together with TCS, Solvern, NIM, microDATA GIS, and microDATA LLC, jointly and severally, individually and collectively, referred to as the “Borrower”), the several banks and other financial institutions or entities parties hereto as lenders hereunder (each a “Lender” and collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agen
