andRights Agreement • June 30th, 1998 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT FOR THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF PARAGON AUDIO VISUAL LIMITED FRERE CHOLMELEY BISCHOFF 4 John Carpenter Street London EC4Y 0NH Tel: 0171-615 8000 Fax: 0171-615 8080 Internet: mail@freres.com Ref: NSPB/LKH INDEXAcquisition Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
ESCROW AGREEMENTEscrow Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
Exhibit 2iF ATTACHMENT F-1 [Paragon Investment Letter] Optelecom, Inc. 9300 Gaither Road Gaithersburg, Maryland 20877 Attention: Edmund D. Ludwig, President Dear Sirs: Paragon Audio Visual Limited, a United Kingdom company (the "Company"), and the...Investment Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
Exhibit 2iC ATTACHMENT C LICENSE AGREEMENT AGREEMENT made by and between Optelecom, Inc., a Delaware corporation ("Licensor"), and Paragon Audio Visual Limited, a United Kingdom company ("Licensee"). WHEREAS, Licensor desires to grant to Licensee, and...License Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
AGREEMENTShareholder Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
Exhibit 2iE ATTACHMENT E EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") by and between Optelecom, Inc., a Delaware corporation ("the Company"), and the person identified on the signature page of this Agreement as the Employee (the...Employment Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
December 16, 1997 Optelecom, Inc. 9300 Gaither Road Gaithersburg, Maryland 20877 Dear Sirs: We are writing with respect to an Escrow Agreement dated December 12, 1997 which has been executed by you and by certain other persons and which contemplated...Escrow Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
We are writing with respect to an Escrow Agreement dated December 12, 1997 which has been executed by you and by certain other persons and which contemplated that Franklin National Bank would serve as the Escrow Agent. The other persons who have executed the Escrow Agreement, all of whom are represented by this firm, have requested that Walker Martineau be substituted for Franklin National Bank as the Escrow Agent. Walker Martineau agrees to serve as Escrow Agent pursuant to the terms of the Escrow Agreement. If you agree to the substitution, please direct the UKL443,902 to be deposited under the Escrow Agreement by wire to:
Exhibit 2iA ASSET ACQUISITION AGREEMENT AGREEMENT made by and between Optelecom, Inc., a Delaware corporation ("Purchaser"), and Paragon Audio Visual Limited, a United Kingdom company ("Seller"). WHEREAS, Purchaser desires to acquire from Seller, and...Asset Acquisition Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
AGREEMENT AND PLAN OF MERGER Among TKH GROUP N.V., OHIO MERGER SUBSIDIARY, INC. and OPTELECOM-NKF, INC. November 10, 2010Merger Agreement • November 12th, 2010 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of November 10, 2010, by and among TKH GROUP N.V., a company organized and existing under the laws of the Netherlands (“Parent”), OHIO MERGER SUBSIDIARY, INC., a Delaware corporation and indirect, wholly-owned subsidiary of Parent (“Merger Subsidiary”), and OPTELECOM-NKF, INC., a Delaware corporation (the “Company”).
DEPOSIT AGREEMENT AGREEMENT made by and among Optelecom, Inc., a Delaware corporation ("Optelecom"), Paragon Audio Visual Limited, a United Kingdom company ("Paragon"), and David A. Brown, Mark D. Brown, Andrew S. Brown and Darren N. Brown...Deposit Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
FINANCING AND SECURITY AGREEMENT by and among OPTELECOM, INC., OPTELECOM UK LIMITED, OPTELECOM EUROPE LIMITED, and NKF ELECTRONICS, B.V. as Obligors andFinancing and Security Agreement • March 11th, 2005 • Optelecom Inc • Radio & tv broadcasting & communications equipment
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2009 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Maryland
THIS EMPLOYMENT AGREEMENT is entered into as of February 3, 2009 and is effective on the 9th day of March, 2009 (the “Effective Date”), by and between Optelecom-NKF, Inc., a Delaware corporation (the “Company”), and David Patterson (the “Executive”).
ASSET PURCHASE AGREEMENT Dated April 9, 2010 NUFERN and OPTELECOM-NKF, INC.Asset Purchase Agreement • April 12th, 2010 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This Asset Purchase Agreement is entered into as of April 9, 2010 by and between Nufern, a Delaware corporation (the “Buyer”), and Optelecom-NKF, Inc., a Delaware corporation (the “Seller”).
AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT by and among OPTELECOM- NKF, INC., OPTELECOM-NKF HOLDING B.V., OPTELECOM-NKF, B.V. OPTELECOM-NKF S.L., OPTELECOM UK LIMITED, and OPTELECOM-NKF LIMITED as Obligors and MANUFACTURERS AND TRADERS...Financing and Security Agreement • August 13th, 2008 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Maryland
THIS AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made as of June 25, 2008, by and among (a) OPTELECOM-NKF, INC., a corporation organized under the laws of the State of Delaware (the “U.S. Borrower”); (b) OPTELECOM-NKF HOLDING, B.V., a private company with limited liability organized and existing under the laws of The Netherlands (the “Dutch Borrower”)(the U.S. Borrower and the Dutch Borrower each being sometimes called a “Borrower” and both of them being collectively called the “Borrowers”); (c) OPTELECOM-NKF, B.V., a private company with limited liability organized and existing under the laws of The Netherlands (“NKF”); (d) OPTELECOM-NKF S.L., a private company with limited liability organized and existing under the laws of Spain (the “Spanish Subsidiary”); (e) OPTELECOM UK LIMITED, a company organized and existing under the laws of England and Wales; and (f) OPTELECOM-NKF LIMITED, a company organized and existing under the laws of England and Wales (ea
Amendment to Employment ContractEmployment Contract • December 20th, 2006 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
This amendment (this “Amendment”) is entered into as of December 18, 2006 between Optelecom-NKF B.V. (formerly NKF Electronics B.V.), a private limited company incorporated in the Netherlands (the “Company”), and Thomas Wilhelmus Martinus Overwijn (“Executive”).
Exhibit 2iI Override Agreement / Early Retirement and Outside Interests An Agreement made by and between Optelecom Inc., a Delaware Corporation ("Optelecom"), Paragon Audio Visual Limited, a United Kingdom company ("Paragon"), David Brown, Mark Brown,...Override Agreement / Early Retirement and Outside Interests • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
THIRD AMENDMENT TO SERVICE AGREEMENTService Agreement • March 27th, 2008 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
This THIRD AMENDMENT TO SERVICE AGREEMENT (this “Amendment”) is made and entered into this 16th day of January, 2008 by and between Optelecom-NKF, Inc., a Delaware corporation (the “Company”), and James Armstrong, an individual (“Employee”). All capitalized terms used and not defined herein shall have the respective meanings as set forth in the Service Agreement between the Company and Employee dated as of June 10, 2002, as amended on June 6, 2005 and November 28, 2005 (the “Service Agreement”).
SERVICE AGREEMENTService Agreement • March 31st, 2006 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Maryland
This SERVICE AGREEMENT is made and entered into as of June 10, 2002, by and between Optelecom, Inc., a Delaware corporation (the “Company”), and James Armstrong, an individual (“Employee”). Other capitalized terms shall have the respective meanings set forth in Section 15 and elsewhere herein.
EMPLOYMENT CONTRACT ARBEIDSOVEREENKOMST The undersigned: De ondergetekenden: and en hereinafter jointly referred to as: ‘the parties’. hierna gezamenlijk te noemen: “de partijen”. WHEREAS IN AANMERKING NEMENDE DAT: a On 1 September 1990 Mr. Overwijn...Employment Contract • March 31st, 2006 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
PAYOFF AGREEMENTPayoff Agreement • November 12th, 2010 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This Payoff Agreement dated as of November 10, 2010 (this “Agreement”) is executed by and among Optelecom-NKF, Inc. (f/k/a Optelecom, Inc.), a Delaware corporation (“Optelecom”), and Draka Holding N.V., a public company with limited liability organized under the laws of The Netherlands (the “Holder”).
Second Amendment to Employment ContractEmployment Contract • March 27th, 2008 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
This amendment (“Amendment”) is entered into as of January 17, 2008 between Optelecom-NKF B.V. (formerly NKF Electronics B.V.), a private limited company incorporated in the Netherlands (the “Company”), and Thomas Wilhelmus Martinus Overwijn (“Executive”).
VOTING AGREEMENTVoting Agreement • November 12th, 2010 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
VOTING AGREEMENT, dated as of November 10, 2010 (this “Agreement”), by and between TKH Group N.V., a corporation organized and existing under the laws of the Netherlands (“TKH”), and (“Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
THIRD AMENDMENT TO AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • December 17th, 2009 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Maryland
This THIRD AMENDMENT TO AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Amendment”) is made as of December 14, 2009, by and among (a) OPTELECOM-NKF, INC., a corporation organized under the laws of the State of Delaware (the “U.S. Borrower”); (b) OPTELECOM-NKF HOLDING, B.V., a private company with limited liability organized and existing under the laws of The Netherlands (the “Dutch Borrower”)(the U.S. Borrower and the Dutch Borrower each being sometimes called a “Borrower” and both of them being collectively called the “Borrowers”); (c) OPTELECOM-NKF, B.V., a private company with limited liability organized and existing under the laws of The Netherlands (“NKF”); (d) OPTELECOM-NKF S.L., a private company with limited liability organized and existing under the laws of Spain (the “Spanish Subsidiary”); and (e) OPTELECOM UK LIMITED, a company organized and existing under the laws of England and Wales and OPTELECOM-NKF LIMITED, a company organized and existing under the laws of
FIRST AMENDMENT TO SUBORDINATED PROMISSORY NOTESubordinated Promissory Note • August 13th, 2008 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Delaware
This FIRST AMENDMENT TO SUBORDINATED PROMISSORY NOTE (this “Amendment”) is made as of June 25, 2008, by and between OPTELECOM-NKF, INC., a Delaware corporation (“Optelecom”) and DRAKA HOLDING, N.V., a limited liability company organized under the laws of The Netherlands, or its permitted assigns (the “Holder”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2006 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 18th day of December, 2006 by and between Optelecom-NKF, Inc., a Delaware corporation (the “Company”), and Edmund Ludwig, an individual (“Employee”). All capitalized terms used and not defined herein shall have the respective meanings as set forth in the Employment Agreement between the Company and Employee dated as of November 4, 2002 (the “Employment Agreement”).
SECOND AMENDMENT TO AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • July 23rd, 2009 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Maryland
This SECOND AMENDMENT AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made as of July 1, 2009, by and among (a) OPTELECOM-NKF, INC., a corporation organized under the laws of the State of Delaware (the “U.S. Borrower”); (b) OPTELECOM-NKF HOLDING, B.V., a private company with limited liability organized and existing under the laws of The Netherlands (the “Dutch Borrower”)(the U.S. Borrower and the Dutch Borrower each being sometimes called a “Borrower” and both of them being collectively called the “Borrowers”); (c) OPTELECOM-NKF, B.V., a private company with limited liability organized and existing under the laws of The Netherlands (“NKF”); (d) OPTELECOM-NKF S.L., a private company with limited liability organized and existing under the laws of Spain (the “Spanish Subsidiary”); (e) OPTELECOM UK LIMITED, a company organized and existing under the laws of England and Wales; and (f) OPTELECOM-NKF LIMITED, a company organized and existing under the laws of Engla
EMPLOYMENT CONTRACTEmployment Contract • March 27th, 2008 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
B On March 8, 2005 the shares in NKF were transferred to Optelecom Inc., located in Germantown, Maryland (United States of America), whose name was subsequently changed to Optelecom-NKF, Inc., hereinafter referred to as: ‘Optelecom’.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2006 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment • Maryland
This EMPLOYMENT AGREEMENT is made and entered into as of November 4, 2002, by and between Optelecom, Inc., a Delaware corporation (the “Company”), and Edmund Ludwig, an individual (“Employee”), Other capitalized terms shall have the respective meanings set forth in Section 15 and elsewhere herein.
LEASE between Glenborough Fund IX LLC “Landlord” AND Optelecom, Inc. “Tenant” Property Name: Cloverleaf Center II Address: 12920 Cloverleaf Center Drive, Germantown, MD Dated: September 17, 2002Lease Agreement • May 15th, 2006 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
This lease between Glenborough Fund IX LLC, a Delaware limited liability company (herein Landlord), and Optelecom, Inc., a Delaware corporation (herein Tenant), is dated for reference purposes only as of this 17th day of September 2002.
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2007 • Optelecom-Nkf, Inc. • Radio & tv broadcasting & communications equipment
This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 5th day of November, 2007 by and between Optelecom-NKF, Inc., a Delaware corporation (the “Company”), and Edmund Ludwig, an individual (“Employee”). All capitalized terms used and not defined herein shall have the respective meanings as set forth in the Employment Agreement between the Company and Employee dated as of November 4, 2002 (the “Employment Agreement”).
BY AND AMONG:Share Purchase Agreement • March 11th, 2005 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Delaware
