INDEMNITY AGREEMENTIndemnity Agreement • May 14th, 2004 • Cogent, Inc. • Delaware
This Indemnity Agreement, dated as of May , 2004, is made by and between Cogent, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
18,000,000 Shares Cogent, Inc. COMMON STOCK ($0.001 PAR VALUE) FORM OF UNDERWRITING AGREEMENT September , 2004Underwriting Agreement • September 23rd, 2004 • Cogent, Inc. • Services-computer integrated systems design • New York
Cogent, Inc., a Delaware corporation (“Cogent, Inc.”), proposes to issue and sell to several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 18,000,000 shares of the common stock, $0.001 par value per share, of Cogent, Inc. (the “Firm Shares”).
11,000,000 Shares Cogent, Inc. COMMON STOCK ($0.001 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2005 • Cogent, Inc. • Services-computer integrated systems design • New York
3M General Office 3M Center St. Paul, MN 55144-1000 651 733 1110Retention Incentive Agreement • August 31st, 2010 • Cogent, Inc. • Services-computer integrated systems design • Minnesota
VOTING AND TENDER AGREEMENTVoting and Tender Agreement • September 3rd, 2010 • Cogent, Inc. • Services-computer integrated systems design • Delaware
This VOTING AND TENDER AGREEMENT (this “Agreement”), dated August 29, 2010, is by and among 3M Company, a Delaware corporation (“Parent”), Ventura Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and the stockholders of Cogent, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2004 • Cogent, Inc. • California
This Employment Agreement (“Agreement”) is entered into as of this 9th day of May, 2002 by and between Cogent Systems, Inc. a California corporation (“Company”) and Mr. James J. Jasinski (“Employee”).
STOCK SALE AGREEMENTStock Sale Agreement • June 29th, 2004 • Cogent, Inc. • Services-computer integrated systems design • California
THIS STOCK SALE AGREEMENT (hereinafter called the “Stock Sale Agreement”) is entered as of the 31 day of December, 2003, by, between, and between COGENT SYSTEMS, INC., a California corporation (“Corporation”), Ming Hsieh (“Purchaser”) and ARCHIE YEW (“Shareholder” or “Yew”), with respect to all shares of the Corporation’s capital stock now owned by Shareholder.
AMENDED AND RESTATED TAX MATTERS AGREEMENTTax Matters Agreement • September 8th, 2004 • Cogent, Inc. • Services-computer integrated systems design • California
This Amended and Restated Tax Matters Agreement (“Agreement”) is made and entered into effective as of September 4, 2004 (“Effective Date”), by and among Cogent, Inc., a Delaware corporation, formerly Cogent Systems, Incorporated, a California corporation (the “Company”), Ming Hsieh, Fang Liu Hsieh, Trustee of the Fang Liu Hsieh Annuity Trust No. 1 dated May 12, 2004, and Ming Hsieh, Trustee of the Ming Hsieh Annuity Trust No. 1 dated May 12, 2004 (collectively, the “Stockholders”). The Company and the Stockholders are hereinafter referred to individually as a “party” and collectively as the “parties.”
NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • September 10th, 2010 • Cogent, Inc. • Services-computer integrated systems design • Minnesota
In connection with a potential transaction (“Proposed Transaction”) between 3M Company (“Interested Party” or “Receiving Party”), and Cogent, Inc., a Delaware corporation (“Company” or “Disclosing Party”), the parties wish to protect and preserve the confidential and/or proprietary nature of certain information and materials of the Company that may be disclosed or made available to the Interested Party or its Representatives (as defined below) in connection with certain discussions, negotiations or dealings between the parties relating to the Proposed Transaction.
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASESettlement Agreement • December 11th, 2007 • Cogent, Inc. • Services-computer integrated systems design • California
This Settlement Agreement and Mutual General Release (“Settlement Agreement”) is made as of September 5, 2007 (“Effective Date”) by and between Cogent, Inc. (“Cogent”), on the one hand, and Northrop Grumman Corporation, Northrop Grumman Information Technology Overseas, Inc., Northrop Grumman Information Technology, Inc., Northrop Grumman Space & Mission Systems Corp., and Northrop Grumman Commercial Systems, Inc. (collectively referred to in the singular below as “Northrop”), on the other hand, (collectively, “Parties”).
3M General Office 3M Center St. Paul, MN 55144-1000 651 733 1110Retention Incentive Agreement • August 31st, 2010 • Cogent, Inc. • Services-computer integrated systems design • Minnesota
COGENT, INC.Merger Agreement • September 10th, 2010 • Cogent, Inc. • Services-computer integrated systems design
AGREEMENT AND PLAN OF MERGER among 3M COMPANY, VENTURA ACQUISITION CORPORATION and COGENT, INC. Dated as of August 29, 2010Merger Agreement • August 31st, 2010 • Cogent, Inc. • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 29, 2010, among 3M COMPANY, a Delaware corporation (“Parent”), VENTURA ACQUISITION CORPORATION, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and COGENT, INC., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENT AMENDMENTEmployment Agreement • August 31st, 2010 • Cogent, Inc. • Services-computer integrated systems design
Effective January 1, 2009, the Employment Agreement between Cogent Systems, Inc. (the “Employer”) and Paul Kim (“Employee”) dated January 5, 2004 (the “Agreement”), is amended by this amendment (the “Amendment”) as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2004 • Cogent, Inc. • California
This Employment Agreement is made as of January 5, 2004, between Cogent Systems, Inc., a California corporation (the “Employer”), and Paul Kim (the “Employee”).
AUTOMATED FINGERPRINT MATCHER SYSTEMS EQUIPMENT AND SERVICES BLANKET PURCHASE AGREEMENT (BPA) COW-2-A-0052 [GRAPHIC] INS Headquarters Procurement Division Washington, D.C. 20536Blanket Purchase Agreement (Bpa) • June 29th, 2004 • Cogent, Inc. • Services-computer integrated systems design
In carrying out its responsibilities for the enforcement of US Immigration Laws, the Immigration and Naturalization Service (INS) performs fingerprint identification for individuals, in association with entry into the US and the application for various classes of immigration benefits. INS has defined requirements to create repositories of fingerprint identification records for several classes of individuals including, for example, criminal aliens, recidivist illegal border crossers, and asylum applicants. The currently defined repositories are projected to grow to sizes ranging from a few million records to 30 million records or more. Fingerprint identification processing is performed by the INS IDENT system. As existing repositories continue to grow in size, and as new repositories are brought on-line, the identification matching capabilities of IDENT must be expanded to maintain required levels of response time performance. The open architecture design of the IDENT system enables the
