EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2008 • O'Gara Group, Inc. • Ohio
This Employment Agreement is made and entered into as of this 6th day of January, 2004, by and between THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), and MICHAEL J. LENNON (the “Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
The O’Gara Group, Inc., an Ohio corporation with registered office in 7870 East Kemper Road 460 — Cincinnati, Ohio 45249, USA, represented by its CEO Mr. Wilfred T. O’Gara (“TOG”)
STOCK PURCHASE AGREEMENT BY AND AMONG OMNITECH PARTNERS, INC. OPTICAL SYSTEMS TECHNOLOGY, INC., KEYSTONE APPLIED TECHNOLOGIES, INC., PAUL F. MAXIN, EUGENE J. POCHAPSKY AND THE O’GARA GROUP, INC. dated as of January 10, 2008Stock Purchase Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
This Stock Purchase Agreement (“Agreement”) is made and entered into as of January 10, 2008, by and among The O’Gara Group, Inc., an Ohio corporation (“TOG”), OmniTech Partners, Inc., a Pennsylvania corporation (“OMNI”), Optical Systems Technology, Inc., a Pennsylvania corporation (“OSTI”), Keystone Applied Technologies, Inc., a Pennsylvania corporation (“Keystone”; OMNI, OSTI and Keystone are each referred to herein as an “Acquired Company” and together as the “Acquired Companies”), and Paul F. Maxin, a resident of Pennsylvania (“Maxin”), and Eugene J. Pochapsky, a resident of Pennsylvania (“Pochapsky”; Maxin and Pochapsky are each referred to herein as a “Seller” and together as the “Sellers”).
LICENSE AGREEMENT (As amended through 10/26/2007)License Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
THIS AGREEMENT entered into as of the 28th day of August 1995 by and between NIGHT VISION CORPORATION, a corporation of the state of Illinois, having its office and place of business at 7301 N. Lincoln Avenue, Suite 180, Lincolnwood, Illinois 60646 (hereinafter called NVC), and SPECIALIZED TECHNICAL SERVICES, INC., a corporation of the state of Ohio, having its office and place of business at 4032 Linden Avenue, Dayton, Ohio 45432 (hereinafter called STS);
ContractOption Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
OPTION AGREEMENT (the “Agreement”) dated as of January 14, 2008, granted by Mr. Enrique Homero Herrera-Martínez (“Mr. Herrera”), a Mexican national, and Mrs. Maria de Lourdes Suárez-Peña (“Mrs. Suárez”), also a Mexican national, both acting on their own behalf, as grantors (Mr. Herrera and Mrs. Suárez each, a “Grantor” and, collectively, the “Grantors”), in favor of The O’Gara Group, Inc. (“TOG”), as buyer, herein represented by its Chief Executive Officer, Mr. Wilfred Theel O’Gara, pursuant to the following representations and sections:
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among THE O’GARA GROUP, INC. and THE SHAREHOLDERS OF THE O’GARA GROUP, INC. DATED AS OF: JULY 14, 2006Shareholder Agreements • November 24th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of July 14, 2006 (this “Agreement”) is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P. a Delaware limited partnership (“WIP”), WALNUT PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“WPEF”) (WIP and WPEF collectively, “Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), MARK J. HAUSER (“Hauser”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), WILLIAM J. MOTTO (“Motto”), PMR, LLC, a Vermont limited liability company (“PMR”), THE THOMAS M. O’GARA FAMILY TRUST (“T. O’Gara”), WILFRED T. O’GARA (“W. O’Gara”), MICHAEL J. LENNON (“Lennon”), KURT M. CAMPBELL (“Campbell”) and the other shareholders of the Company listed on the signature pages hereof. Capitalized terms used herein but not otherwise defined shall have the meanings respectively ascribed thereto in the Recapitalization Agreement (as hereinafter defined).
INVESTMENT AGREEMENT effective as of December 17, 2007 among THE O’GARA GROUP, INC., WALNUT INVESTMENT PARTNERS, L.P., WALNUT HOLDINGS O’GARA LLC, HAUSER 43, LLC, MARK J. HAUSER, MARGIE HAUSER, PMR, LLC, BULLIMORE LIMITED, WILFRED T. O’GARA, KURT M....Investment Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS INVESTMENT AGREEMENT (“Agreement”) effective as of the 17th day of December 2007 is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), MARK J. HAUSER (“MH”), MARGIE HAUSER (“M. Hauser”) (Hauser LLC, MH and M. Hauser collectively, “Hauser”), PMR, LLC, a Vermont limited liability company (“PMR”), THE BULLIMORE LIMITED (“Bullimore”), WILFRED T. O’GARA (“W. O’Gara”), WILLIAM J. MOTTO (“Motto”), RICHARD T. HOLMAN-VLCEK (“Holman-Vlcek”), BRETT T. BEAMAN (“Beaman”) and KURT M. CAMPBELL (“Campbell”) (Walnut, WHO, Hauser, PMR, Bullimore, W. O’Gara, Motto, Holman-Vocek, Beaman and Campbell collectively, the “Investors”; individually, an “Investor”).
DATED JUNE 29, 2007 SHARE PURCHASE AGREEMENT relating to the acquisition of the entire issued share capital of Security Support Solutions LimitedShare Purchase Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • England
THIRD AMENDMENT AND SUPPLEMENT TO OPTION AGREEMENTOption Agreement • December 24th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
This Third Amendment and Supplement to Option Agreement (this “Amendment”) is entered into effective as of the 22 day of December, 2008 by and among Mr. Enrique Homero Herrera-Martínez (“Mr. Herrera”), a Mexican national, and Mrs. Maria de Lourdes Suárez-Peña (“Mrs. Suárez”), also a Mexican national, both acting on their own behalf (Mr. Herrera and Mrs. Suárez each, a “Grantor” and, collectively, the “Grantors”), and The O’Gara Group, Inc. an Ohio corporation (“TOG”), herein represented by its Chief Executive Officer, Mr. Wilfred Theel O’Gara.
Form of Employment Agreement with Alberto BertoliniEmployment Agreement • January 12th, 2009 • O'Gara Group, Inc. • Optical instruments & lenses
] SHARES THE O’GARA GROUP, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2009 • O'Gara Group, Inc. • Optical instruments & lenses • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 12th, 2009 • O'Gara Group, Inc. • Optical instruments & lenses • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of February 12th, 2009, is made by and among THE O’GARA GROUP, INC., an Ohio corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Amendment (hereinafter referred to in such capacity as the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2008 • O'Gara Group, Inc. • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this day of , 2008, between The O’Gara Group Inc. (the “Company”) and (the “Executive”).
25,000,000 REVOLVING CREDIT FACILITY $10,000,000 TERM LOAN CREDIT AGREEMENT by and among THE O’GARA GROUP, INC. and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, As Administrative Agent Dated as of January 16, 2009Credit Agreement • January 30th, 2009 • O'Gara Group, Inc. • Optical instruments & lenses • New York
THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of January 16, 2009 and is made by and among The O’Gara Group, Inc., an Ohio corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
The O’Gara Group Inc. 7570 East Kemper Road Suite 460 Cincinnati, Ohio 45249 Attention: Wilfred T. O’Gara Dear Bill:Financial Advisory Agreement • January 30th, 2009 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
This letter sets forth the agreement (which is binding) of The O’Gara Group, Inc. (the “Company”) and the Walnut/Hauser Parties (as defined below) with respect to the payment in calendar year 2010 to the Walnut/Hauser Parties of a sum of up to $750,000.00 for financial advisory services calculated as set forth on Exhibit A attached hereto and incorporated herein (the “Schedule”). As used in this letter, “Walnut/Hauser Parties” means, collectively, Walnut Investment Partners, L. P., Walnut Private Equity Fund, L.P., Walnut Holdings O’Gara, LLC, Hauser 43, LLC, Mark J. Hauser and Margie Hauser.
FOURTH AMENDMENT AND SUPPLEMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2009 • O'Gara Group, Inc. • Optical instruments & lenses • Pennsylvania
This Amendment and Supplement to Stock Purchase Agreement (this “Amendment”) is entered into effective as of the 11th day of February, 2009 by and among The O’Gara Group, Inc., an Ohio corporation (“TOG”), OmniTech Partners, Inc., a Pennsylvania corporation (“OMNI”), Optical Systems Technology, Inc., a Pennsylvania corporation (“OSTI”), Keystone Applied Technologies, Inc., a Pennsylvania corporation (“Keystone”; OMNI, OSTI and Keystone are each referred to herein as the “Acquired Companies”), Paul F. Maxin, a resident of Pennsylvania (“Maxin”), and Gene Pochapsky, a resident of Pennsylvania (“Pochapsky”; Maxin and Pochapsky are each referred to the “Sellers”).
OPTION TO PURCHASEOption to Purchase • February 5th, 2009 • O'Gara Group, Inc. • Optical instruments & lenses
This Option to Purchase (the “Option”) is made and entered into as of this 28th day of January, 2009, by and between S. Bryan Chandler, whose address is P.O. Box 486, Montross, VA 22520 (hereinafter collectively referred to as “Seller”) and O’Gara Training and Services, LLC, whose address is 700 W. Pete Rose Way, Cincinnati, OH 45203 (hereinafter referred to as “Purchaser”).
FORM OF EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
This Executive Employment Agreement (the “Agreement”), dated as of , 2007, is entered into by and between Transportadora de Protección y Seguridad, S.A. de C.V. (the “Company”) as employer, herein represented by and Mr. Enrique Herrera (the “Executive”), as employee, on his own right, pursuant to the following:
INVESTMENT AND RECAPITALIZATION AGREEMENT dated as of July 14, 2006 among THE O’GARA GROUP, INC., WALNUT INVESTMENT PARTNERS, L.P., WALNUT PRIVATE EQUITY FUND, L.P., WALNUT HOLDINGS O’GARA LLC, HAUSER 43, LLC, PMR, LLC, THE THOMAS M. O’GARA FAMILY...Investment and Recapitalization Agreement • November 24th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS INVESTMENT AND RECAPITALIZATION AGREEMENT (“Agreement”) dated as of the 14th day of July 2006 is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“WIP”), WALNUT PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“WPEF”) (WIP and WPEF collectively, “Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), PMR, LLC, a Vermont limited liability company (“PMR”), THE THOMAS M. O’GARA FAMILY TRUST (“T. O’Gara”) and KURT M. CAMPBELL (“Campbell”) (Walnut, WHO, Hauser LLC, PMR, T. O’Gara and Campbell collectively, the “Investors”; individually, an “Investor”).
FOUNDERS’ BONUS PLANFounders’ Bonus Plan Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
This Founders’ Bonus Plan Agreement (“Agreement”), dated as of September 18, 2006, sets forth the terms and conditions by which The O’Gara Group, Inc. (“TOG”) shall reward Thomas M. O’Gara, Wilfred T. O’Gara and Michael J. Lennon (collectively, the “Founders”), as the founding management and shareholders of TOG, for the successful growth of TOG through acquisitions.
AGREEMENTFounders' Bonus Plan Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
This Agreement is made as of December 20, 2007 by and among Thomas M. O’Gara, Wilfred T. O’Gara and Michael J. Lennon (collectively, the “Founders”), and The O’Gara Group, Inc., an Ohio corporation (the “Company).
AMENDMENT NO. 2 made and entered into as of February, 11 2009 (the “Amendment no. 2”) to the Stock Purchase Agreement dated June 24, 2008 (the “Agreement”) as amended by the Amendment No. 1 dated December 21, 2008 (the “Amendment no. 1”) by and amongStock Purchase Agreement • February 12th, 2009 • O'Gara Group, Inc. • Optical instruments & lenses
The O’Gara Group Inc., an Ohio corporation with registered office in 7870 East Kemper Road 460 – Cincinnati, Ohio 45249, USA, represented by its CEO Mr. Wilfred T. O’Gara (“TOG”)
FORM [2004/2005] STOCK OPTION PLAN STOCK OPTION AWARD AND AGREEMENT QUALIFIED STOCK OPTIONStock Option Agreement • August 22nd, 2008 • O'Gara Group, Inc.
You have been awarded a stock option under The O’Gara Group, Inc.’s [2004/2005] Stock Option Plan (“[2004/2005] Plan”). This award gives you an opportunity to share in the Company’s long-term growth through an option to buy shares of the Company’s common stock at a fixed price at some future date. Over time, assuming the Company’s stock price increases, this stock option can provide you with additional compensation. Please read and return this Agreement as requested below.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
This Asset Purchase Agreement (“Agreement”) is made and entered into as of March 20, 2006, by and among The O’Gara Group, Inc., an Ohio corporation (“TOG”), O’Gara Virginia, Inc., an Ohio corporation (“Buyer”), and VIR Rally, LLC, a Virginia limited liability company (“Seller”).
AMENDMENT NO. 1 made and entered into as of 21st December 2008 (“The Amendment”) to the Stock Purchase Agreement dated June 24, 2008 (“The Agreement”) by and amongStock Purchase Agreement • December 24th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
The O’Gara Group Inc., an Ohio corporation with registered office in 7870 East Kemper Road 460 — Cincinnati, Ohio 45249, USA, represented by its CEO Mr. Wilfred T. O’Gara (“TOG”)
FORM [2004/2005] STOCK OPTION PLAN STOCK OPTION AWARD AND AGREEMENT NON- QUALIFIED STOCK OPTIONStock Option Agreement • August 22nd, 2008 • O'Gara Group, Inc.
You have been awarded a stock option under The O’Gara Group, Inc.’s [2004/2005] Stock Option Plan (“[2004/2005] Plan”). This award gives you an opportunity to share in the Company’s long-term growth through an option to buy shares of the Company’s common stock at a fixed price at some future date. Over time, assuming the Company’s stock price increases, this stock option can provide you with additional compensation. Please read and return this Agreement as requested below.
INVESTMENT AGREEMENT effective as of December 17, 2007 among THE O’GARA GROUP, INC., WALNUT INVESTMENT PARTNERS, L.P., WALNUT HOLDINGS O’GARA LLC, HAUSER 43, LLC, MARK J. HAUSER, MARGIE HAUSER, PMR, LLC, BULLIMORE LIMITED, WILFRED T. O’GARA, KURT M....Investment Agreement • November 24th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS INVESTMENT AGREEMENT (“Agreement”) effective as of the 17th day of December 2007 is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), MARK J. HAUSER (“MH”), MARGIE HAUSER (“M. Hauser”) (Hauser LLC, MH and M. Hauser collectively, “Hauser”), PMR, LLC, a Vermont limited liability company (“PMR”), THE BULLIMORE LIMITED (“Bullimore”), WILFRED T. O’GARA (“W. O’Gara”), WILLIAM J. MOTTO (“Motto”), RICHARD T. HOLMAN-VLCEK (“Holman-Vlcek”), BRETT T. BEAMAN (“Beaman”) and KURT M. CAMPBELL (“Campbell”) (Walnut, WHO, Hauser, PMR, Bullimore, W. O’Gara, Motto, Holman-Vocek, Beaman and Campbell collectively, the “Investors”; individually, an “Investor”).
FORM OF EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Pennsylvania
This Employment Agreement is made and entered into as of this ___day of ___, 2008 (“Effective Date”), by and between Optical Systems Technology, Inc., a Pennsylvania corporation (“Company”), and Paul F. Maxin (“Executive”).
PLAN AND AGREEMENT OF MERGERMerger Agreement • September 30th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
This Plan and Agreement of Merger (“Agreement”) is made and entered into as of November 13, 2006, by and among The O’Gara Group, Inc., an Ohio corporation (“TOG”) and a party to this Agreement but not a constituent corporation in the Merger (as hereinafter defined), O’Gara Acquisition—HDS Inc., an Ohio corporation (“Buyer”) all of whose capital stock is owned directly by TOG, Homeland Defense Solutions, Inc., an Ohio corporation (“HDS”), and James W. Noe (“Shareholder”).
INVESTMENT AND RECAPITALIZATION AGREEMENT dated as of July 14, 2006 among THE O’GARA GROUP, INC., WALNUT INVESTMENT PARTNERS, L.P., WALNUT PRIVATE EQUITY FUND, L.P., WALNUT HOLDINGS O’GARA LLC, HAUSER 43, LLC, PMR, LLC, THE THOMAS M. O’GARA FAMILY...Investment and Recapitalization Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS INVESTMENT AND RECAPITALIZATION AGREEMENT (“Agreement”) dated as of the 14th day of July 2006 is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“WIP”), WALNUT PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“WPEF”) (WIP and WPEF collectively, “Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), PMR, LLC, a Vermont limited liability company (“PMR”), THE THOMAS M. O’GARA FAMILY TRUST (“T. O’Gara”) and KURT M. CAMPBELL (“Campbell”) (Walnut, WHO, Hauser LLC, PMR, T. O’Gara and Campbell collectively, the “Investors”; individually, an “Investor”).
