EHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and between NORTHROP GRUMMAN SPACE & MISSION SYSTEMS CORP., EAGLE TRANSACTION CORPORATION,Merger Agreement • November 9th, 2006 • Essex Corp • Services-engineering services • Virginia
ESSEX CORPORATION Exhibit 99(a) SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 7, 2000, by and among Essex Corporation, a Virginia corporation, with headquarters...Securities Purchase Agreement • September 20th, 2000 • Essex Corporation • Services-engineering services • Virginia
ANDAsset Purchase Agreement • July 6th, 2004 • Essex Corporation • Services-engineering services • Virginia
BETWEENAsset Purchase Agreement • October 30th, 1997 • Essex Corporation • Services-engineering services • Virginia
Exhibit 99.4 COMMON STOCK PURCHASE WARRANT NO. 1 DATED OCTOBER 17, 2002 WITH GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY PARTNERS, L.P. AND/OR ITS AFFILIATES THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE...Common Stock Purchase Warrant • November 6th, 2002 • Essex Corporation • Services-engineering services • Virginia
Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (the "Agreement") is made this 3rd day of May, 2006, by and between Essex Corporation, incorporated under the laws of Virginia, ("Corporation"), with a place of business at 6708 Alexander...Separation Agreement • May 5th, 2006 • Essex Corp • Services-engineering services • Maryland
Exhibit 99.2 SECURITIES PURCHASE AGREEMENT DATED OCTOBER 17, 2002 WITH GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY PARTNERS, L.P. AND/OR ITS AFFILIATES SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 17,...Securities Purchase Agreement • November 6th, 2002 • Essex Corporation • Services-engineering services • Virginia
Exhibit 99.12 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of October 17, 2002, by and among Essex Corporation, a Virginia corporation, with headquarters located at 9150 Guilford Road, Columbia, Maryland...Securities Purchase Agreement • November 6th, 2003 • Essex Corporation • Services-engineering services • Virginia
EXHIBIT 10.18 Subscription Agreement Between the Company and Harold P. Hanson ESSEX CORPORATION PROMISSORY NOTE SUBSCRIPTION AGREEMENT THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THIS...Subscription Agreement • August 12th, 1997 • Essex Corporation • Services-engineering services • Maryland
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this"Amendment") is entered into as of March 15, 2001, by and among Essex Corporation, a Virginia corporation (the "Company"), and the individuals and...Registration Rights Agreement • July 19th, 2001 • Essex Corporation • Services-engineering services • Virginia
AMONGMerger Agreement • March 7th, 2003 • Essex Corporation • Services-engineering services • Maryland
AGREEMENT AND PLAN OF MERGER Among Essex Corporation, CSI ACQUISITION CORP., Computer Science Innovations, Inc. andMerger Agreement • May 3rd, 2004 • Essex Corporation • Services-engineering services • Florida
EXHIBIT 4.2 ESSEX CORPORATION FORM OF NON PLAN STOCK OPTION AGREEMENTS ESSEX CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT") is made as of the 28th day of February 2003 (the "CONVERSION...Non-Qualified Stock Option Agreement • September 11th, 2003 • Essex Corporation • Services-engineering services
EXHIBIT 99.3 ESSEX CORPORATION AND PERFORMANCE GROUP, INC. PRO FORMA FINANCIAL INFORMATION (UNAUDITED) INTRODUCTION Pursuant to an Asset Purchase Agreement dated as of June 3, 2004 by and among Essex Corporation ("Essex" or "the Company"), Performance...Asset Purchase Agreement • September 3rd, 2004 • Essex Corporation • Services-engineering services
RECITALSRegistration Rights Agreement • November 6th, 2002 • Essex Corporation • Services-engineering services • Virginia
Exhibit 99.7 CONVERTIBLE NOTE PURCHASE AGREEMENT THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the "Agreement") is made as of December 17, 2002 by and among Essex Corporation, a Virginia corporation (the "Company"), and Hannon Family LLC ("Purchaser")....Convertible Note Purchase Agreement • April 23rd, 2003 • Essex Corporation • Services-engineering services • Maryland
Exhibit 10.6 THIS OPTION AND THE SHARES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES ACT OF ANY STATE OR OTHER JURISDICTION. NO SALE, OFFER TO SELL, OR OTHER TRANSFER OF THIS OPTION OR...Option Agreement • November 6th, 2003 • Essex Corporation • Services-engineering services • Maryland
11/24/03 DRAFT 4,000,000 Shares of Common Stock Essex Corporation UNDERWRITING AGREEMENT C.E. UNTERBERG, TOWBIN A.G. EDWARDS & SONS, INC. as Representative of the several Underwriters 350 Madison Avenue 11/th/ Floor New York, NY 10017 Ladies and...Underwriting Agreement • November 25th, 2003 • Essex Corporation • Services-engineering services • New York
RECITALSRegistration Rights Agreement • April 29th, 2003 • Essex Corporation • Services-engineering services • Maryland
Exhibit 99.4 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 4, 2000, by and among Essex Corporation, a Virginia corporation, with headquarters located at 9150 Guilford Road, Columbia, Maryland 21046...Securities Purchase Agreement • November 6th, 2003 • Essex Corporation • Services-engineering services • Virginia
RECITALS:Revolving Line of Credit Loan and Security Agreement • October 4th, 2006 • Essex Corp • Services-engineering services
ESSEX CORPORATION and SUBSIDIARY and ADAPTIVE OPTICS ASSOCIATES, INC. PRO FORMA FINANCIAL INFORMATION (UNAUDITED)Stock Purchase Agreement • December 15th, 2006 • Essex Corp • Services-engineering services
Pursuant to a Stock Purchase Agreement dated September 19, 2006 by and among Essex Corporation (“Essex” or the “Company”), Adaptive Optics Associates, Inc. (“AOA”), MTLG Investments, Inc. and Metrologic Instruments, Inc., Essex acquired all of the issued and outstanding shares of AOA from MTLG Investments, Inc. The transaction became effective as of October 1, 2006.
EXHIBIT 10.3Pension Plan and Trust Agreement • November 6th, 2003 • Essex Corporation • Services-engineering services
AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AND SECURITY AGREEMENTRevolving Line of Credit Loan and Security Agreement • August 15th, 2005 • Essex Corp • Services-engineering services • Virginia
THIS AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AND SECURITY AGREEMENT (“Agreement”) is made as of June 30, 2005, by and among (a) ESSEX CORPORATION (“Essex”), a Virginia corporation, (b) COMPUTER SCIENCE INNOVATIONS, INC., a Florida corporation, (“CSI”) (c) The Windermere Group, LLC, Windermere Information Technology Systems, LLC, and Windermere HDS, LLC (collectively, the “Original Borrowers”) (Essex, CSI and the Original Borrowers being hereinafter called collectively, the “Borrowers”), and (c) Bank of America, N.A., a national banking association (the “Lender”).
1 LOAN AGREEMENTLoan Agreement • March 19th, 1996 • Essex Corporation • Services-engineering services • Virginia
ESSEX CORPORATION and SUBSIDIARY and THE WINDERMERE GROUP, LLC and SUBSIDIARIES PRO FORMA FINANCIAL INFORMATION (UNAUDITED)Purchase Agreement • May 13th, 2005 • Essex Corporation • Services-engineering services
Pursuant to a Purchase Agreement dated as of February 28, 2005 by and among Essex Corporation (“Essex” or the “Company”), The Windermere Group, LLC,; Windermere HDS, LLC,; Windermere Information Technology Systems, LLC and the Sellers of The Windermere Group, LLC (“Windermere”), Essex acquired all of the issued and outstanding ownership and membership interests from the Susan Katharine Tate Burrowbridge, LLC, the Elizabeth Tate Winters, LLC, and the Andrew Patrick Tate, LLC (each a “Seller” and collectively the “Sellers”). The merger became effective as of February 28, 2005.
PURCHASE AGREEMENT BY AND AMONG ESSEX CORPORATION THE WINDERMERE GROUP, LLC WINDERMERE HDS, LLC WINDERMERE INFORMATION TECHNOLOGY SYSTEMS, LLC AND THE SELLERS OF THE WINDERMERE GROUP, LLC February 28, 2005Purchase Agreement • March 4th, 2005 • Essex Corporation • Services-engineering services • Maryland
THIS PURCHASE AGREEMENT, made and entered into effective as of February 28, 2005, is by and among Essex Corporation, a publicly traded Virginia corporation (“Purchaser”), The Windermere Group, LLC, a Maryland limited liability company (the “Company”), the Company’s wholly owned, active subsidiaries, Windermere HDS, LLC, a Maryland limited liability company and Windermere Information Technology Systems, LLC, a Maryland limited liability company (collectively, the “Active Subsidiaries”), and The Susan Katharine Tate Burrowbridge, LLC, a Maryland limited liability company, The Elizabeth Tate Winters, LLC, a Maryland limited liability company, and The Andrew Patrick Tate, LLC, a Maryland limited liability company (each a “Seller” and collectively the “Sellers”), being the owners of all of the Company’s issued and outstanding ownership and membership interests on the effective date hereof.
STOCK PURCHASE AGREEMENT by and among MTLG Investments Inc., Metrologic Instruments, Inc., Adaptive Optics Associates, Inc. and Essex Corporation Dated as of September 19, 2006Stock Purchase Agreement • September 21st, 2006 • Essex Corp • Services-engineering services • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 19, 2006, is entered into by and among MTLG Investments, Inc. a Delaware corporation, (the “Seller”), Metrologic Instruments, Inc., a New Jersey corporation, (the “Guarantor”), Adaptive Optics Associates, Inc., a Delaware corporation, (the “Target”), and Essex Corporation, a Virginia corporation (the “Purchaser”).
PROMISSORY NOTE AND LOAN AGREEMENTPromissory Note and Loan Agreement • March 4th, 2005 • Essex Corporation • Services-engineering services • Maryland
THIS PROMISSORY NOTE AND LOAN AGREEMENT (this “Note”), is made as of the Date of Note set forth above by and between THE WINDERMERE GROUP, LLC, a Maryland limited liability company (“Borrower”), and ESSEX CORPORATION, a publicly traded Virginia corporation (“Lender”) having an address at 9150 Guilford Road, Columbia, MD 21046.
AMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENTPromissory Note and Loan Agreement • March 4th, 2005 • Essex Corporation • Services-engineering services
This Amendment dated this 7th day of January, 2005 is entered into by and between THE WINDERMERE GROUP, LLC (“Borrower”) and ESSEX CORPORATION (“Lender”) and amends a Promissory Note and Loan Agreement (the “Note”) dated January 6, 2005 between Borrower and Lender for a loan in the principal amount of Twenty Five Million Dollars ($25,000,000) (the “Loan”).
BETWEENFlex Lease Agreement • December 12th, 2001 • Essex Corporation • Services-engineering services
