5,000,000 SharesUnderwriting Agreement • November 1st, 2007 • Icx Technologies Inc • Laboratory analytical instruments • New York
ContractEmployment Agreement • April 20th, 2009 • Icx Technologies Inc • Laboratory analytical instruments • New York
This Employment Agreement (the “Agreement”), effective as of April 20, 2009 (the “Effective Date”), is by and between ICx Technologies, Inc. (the “Company”), and Deborah D. Mosier (“Employee”).
ContractIndemnification Agreement • August 6th, 2007 • Icx Technologies Inc • Delaware
This Indemnification Agreement (“Agreement”) is made as of 2007 by and between ICx Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 16th, 2010 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of August 16, 2010 by and among FLIR Systems, Inc., an Oregon corporation (“Parent”), Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each stockholder listed on Annex I (each, a “Stockholder” and collectively, the “Stockholders”), each an owner of Shares of ICx Technologies, Inc., a Delaware corporation (the “Company”).
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • August 16th, 2010 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
This Warrant Cancellation Agreement (this “Agreement”) dated as of August 16, 2010 is entered into by and between Valentis SB L.P. (“Holder”) and ICx Technologies, Inc., a Delaware corporation (the “Company”). Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among FLIR Systems, Inc., an Oregon corporation (“Parent”), and Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub shall merge with and into the Company with the Company as the surviving corporation (the “Merger”). Capitalized terms used and not defined herein have the meanings ascribed to them in the Merger Agreement.
Confidentiality AgreementConfidentiality Agreement • September 3rd, 2010 • Icx Technologies Inc • Laboratory analytical instruments • New York
In connection with your consideration of a possible transaction (a “Transaction”) involving ICx Technologies, Inc. or certain of its affiliates, subsidiaries, assets and/or business divisions (collectively, the “Company”), you have requested information. In consideration of, and as a condition to, your being furnished with such information and any other Evaluation Material (as defined below), the Company hereby requests your agreement as set forth herein. As used in this letter agreement (this “Agreement”), the term “Evaluation Material” means all information regarding the Company, its businesses, technology, products, prospects and plans, a Transaction or the fact that the Company may pursue a Transaction with you or other parties, the existence and terms of this Letter Agreement and other information furnished to you in connection with the Transaction by the Company or any of its Representatives (as defined below), irrespective of form or medium of communication, whether prepared by
ContractWarrant Agreement • March 31st, 2010 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
TERMINATION OF ADMINISTRATIVE SERVICES AGREEMENTTermination of Administrative Services Agreement • August 16th, 2010 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
This Termination of Administrative Services Agreement, dated as of August 16, 2010 (this “Agreement”), by and among Buyer, ICx Technologies, Inc., a Delaware corporation (the “Company”), and Wexford Capital LP, a Delaware limited partnership that is a successor by merger to Wexford Capital LLC, Connecticut limited liability company (“Wexford”)
NOMADICS, INC. COLIN J. CUMMING EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2007 • Icx Technologies Inc • Oklahoma
This Employment Agreement (the “Agreement”) is entered into as of August 24, 2005 (the “Effective Date”) by and between Nomadics, Inc. (the “Company”), and Colin J. Cumming (“Employee”).
ContractStock Option Award Agreement • August 11th, 2009 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
AGREEMENT AND PLAN OF MERGER by and among FLIR SYSTEMS, INC. INDICATOR MERGER SUB, INC. and ICX TECHNOLOGIES, INC. August 16, 2010Merger Agreement • August 16th, 2010 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2010 (this “Agreement”), by and among ICx Technologies, Inc., a Delaware corporation (the “Company”), FLIR Systems, Inc., an Oregon corporation (“Parent”), and Indicator Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”).
ContractEmployment Agreement • August 6th, 2007 • Icx Technologies Inc • New York
This Employment Agreement (the “Agreement”) is entered into as of October 1, 2005, (the “Effective Date”) by and between ICx Technologies, Inc. (the “Company”), and Hans Kobler (“Employee”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • August 6th, 2007 • Icx Technologies Inc • Delaware
AGREEMENT (this “Agreement”) dated as of October 1, 2005 between ICX TECHNOLOGIES INC., a Delaware corporation (hereinafter referred to as the “Company” and collectively with its subsidiaries and affiliates as the “Company Group”), and, WEXFORD CAPITAL LLC, a Connecticut limited liability company (hereinafter referred to as “Wexford”).
AGREEMENTEmployment Agreement • April 30th, 2009 • Icx Technologies Inc • Laboratory analytical instruments • New York
AGREEMENT (this “Agreement”), dated as of March 25, 2009, by and between Douglas A. Knight, a resident of Maryland (“Executive”), and ICX Technologies, Inc., a Delaware corporation. As used in this Agreement, unless the context indicates otherwise, the term “ICX” shall be deemed to refer to ICX Technologies, Inc. and each and every one of its affiliated entities.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ICX TECHNOLOGIES, INC., SENSOR TECHNOLOGIES & SYSTEMS, INCORPORATED, STS INTEGRATED MERGER CORPORATION, THE PRINCIPAL STOCKHOLDERS OF SENSOR TECHNOLOGIES & SYSTEMS, INCORPORATED, AND WALKER BUTLER AS...Merger Agreement • September 21st, 2007 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 5, 2005 by and among ICx Technologies, Inc., a Delaware corporation (“Buyer”), Sensor Technologies & Systems, Incorporated, an Arizona corporation (the “Company”), STS Integrated Merger Corporation, an Arizona corporation (“Merger Sub”), Walker Butler and Arnold J. Nikula (each a “Principal Stockholder” and collectively, the “Principal Stockholders”) and Walker Butler as Stockholders’ Representative to serve as agent for the Stockholders as set forth in Article IX. Capitalized terms used and not otherwise defined in this Agreement shall have the meanings ascribed to them in Article XI.
AGREEMENTTermination Agreement • April 29th, 2008 • Icx Technologies Inc • Laboratory analytical instruments • New York
AGREEMENT (this “Agreement”), dated as of March 11, 2008, by and between Doman O. McArthur, a resident of Maryland (“Executive”), and ICX Technologies, Inc., a Delaware corporation. As used in this Agreement, unless the context indicates otherwise, the term “ICX” shall be deemed to refer to ICX Technologies, Inc. and each and every one of its affiliated entities.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 6th, 2007 • Icx Technologies Inc • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of July 26, 2005, by and among ICx Technologies, Inc., a Delaware corporation (the “Company”), the undersigned holders of the Company’s Series A Preferred Stock listed on Exhibit A (each an “Preferred Holder,” and collectively the “Preferred Holders”) and the undersigned holders of at least 100,000 shares of the Company’s Common Stock listed on Exhibit B hereto (each a “Common Holder”, and collectively, the “Common Holders”), and replaces in its entirety that certain Preferred Holders’ Rights Agreement dated as of April 22, 2005.
ContractEmployment Agreement • August 6th, 2007 • Icx Technologies Inc • New York
This Agreement (the “Agreement”) is entered into as of January 1, 2007, (the “Effective Date”) by and between ICx Technologies, Inc. (the “Company”), and Mark Mills (“Mills”).
To Our Stockholders:Merger Agreement • September 3rd, 2010 • Icx Technologies Inc • Laboratory analytical instruments
As previously announced, ICx Technologies, Inc. (“ICx”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with FLIR Systems, Inc. (“FLIR”) and Indicator Merger Sub, Inc., a wholly owned subsidiary of FLIR (“Purchaser”).
ContractEmployment Agreement • September 21st, 2007 • Icx Technologies Inc • Laboratory analytical instruments • Connecticut
This Employment Agreement (the “Agreement”) is entered into as of the 20th day of June, 2005, (the “Effective Date”) by and between ICx Technologies, Inc. (the “Company”), and Doman McArthur (“Employee”).
ContractStock Option Award Agreement • August 11th, 2009 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
Unless otherwise defined herein, the terms defined in the 2007 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
AGREEMENTExecutive Employment Agreement • August 6th, 2007 • Icx Technologies Inc • New York
AGREEMENT (this “Agreement”), dated as of June 30, 2006, by and between Ronald R. Spoehel, a resident of the Commonwealth of Virginia (“Spoehel”), and ICX Technologies, Inc., a Delaware corporation. As used in this Agreement, unless the context indicates otherwise, the term “ICX” shall be deemed to refer to ICX Technologies, Inc. and each and every one of its affiliated entities.
OPTIONAL SECONDARY SALE AGREEMENTOptional Secondary Sale Agreement • October 24th, 2007 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
This Optional Secondary Sale Agreement dated as of this 22nd day of October, 2007 (this “Agreement”) is between Wexford Capital LLC, a Delaware limited liability company (“Wexford”) and ICx Technologies, Inc., a Delaware corporation (the “Company”).
