RECITALSLoan and Security Agreement • September 8th, 1999 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia
Section 1: Defined Terms 1 Section 2: The Merger 1 2.1 The Merger 1 2.2 Effective Time 1 2.3 Effect of the Merger 2 2.4 Articles of Incorporation and Bylaws 2 2.5 Directors and Officers 2 2.6 Merger Consideration; Conversion of Capital Stock 2 2.7...Agreement and Plan of Merger • October 6th, 2004 • Halifax Corp • Services-computer programming, data processing, etc. • Delaware
Exhibit 10.1 THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT It is hereby agreed as of the 6th day of July, 2006, by and between HALIFAX CORPORATION, a Virginia corporation ("Halifax"), HALIFAX ENGINEERING, INC., a Virginia corporation...Loan and Security Agreement • July 7th, 2006 • Halifax Corp • Services-computer programming, data processing, etc. • Maryland
Exhibit 1 STOCK PURCHASE AGREEMENT by and betweenStock Purchase Agreement • June 15th, 2000 • Halifax Corp • Services-computer programming, data processing, etc. • Pennsylvania
Exhibit 10.8 Executive Severance Agreement Dated March 31, 2001. Halifax Corporation, in consideration of your continued employment with the Company through March 31, 2002, agrees to pay to you the sum of $100,000, as a severance payment. The payment...Severance Agreement • June 28th, 2001 • Halifax Corp • Services-computer programming, data processing, etc.
Halifax Corporation, in consideration of your continued employment with the Company through March 31, 2002, agrees to pay to you the sum of $100,000, as a severance payment. The payment will be made to you based upon your current base salary rate, and will be paid on normal payroll payment dates subsequent to March 31, 2002, until the entire amount of $100,000 has been paid to you. You agree to provide the Company with at least 90 days notice prior to March 31, 2002, in the event you decide to terminate your employment with the Company as of March 31, 2002.
RECITALSAgreement and Plan of Reorganization • March 31st, 1997 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia
EXHIBIT 4.8 FINANCING AND SECURITY AGREEMENTFinancing and Security Agreement • February 14th, 2001 • Halifax Corp • Services-computer programming, data processing, etc.
Exhibit 99.5 VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is made and entered into as of August 29, 2003 by and among Microserv, Inc., a Washington corporation ("Microserv"), and the undersigned shareholders of Halifax Corporation...Voting Agreement • September 12th, 2003 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia
GENERAL RELEASEGeneral Release • September 12th, 2003 • Halifax Corp • Services-computer programming, data processing, etc.
THIS THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the "Amendment"), dated as of July 5, 2000, is made by and among HALIFAX CORPORATION, a Virginia corporation (the "Company"), HALIFAX ENGINEERING, INC., a Virginia...Loan and Security Agreement • July 12th, 2000 • Halifax Corp • Services-computer programming, data processing, etc.
Notwithstanding anything to the contrary contained in the Loan Documents, the Lender waives its right to declare an Event of Default under the Loan Documents as a result of the Net Profit Covenant Default. The parties hereto acknowledge and agree that the foregoing sentence shall not constitute a waiver, either express or implied, of any other default, covenant, term or provision of the Loan Documents, nor shall it create any obligation of the Lender to waive any existing or future default or violation of any other covenant, term or provision of the Loan Documents. The parties hereto agree that Lender shall be entitled to require strict compliance by the Borrowers with the Loan Documents, notwithstanding the limited express waiver and amendment contained herein, and this waiver and amendment shall not be deemed to establish a course of action or a course of dealing with respect to requests by the Borrowers for a waiver or amendment of any default, covenant, term or provision of any Loa
BACKGROUNDTransition Agreement • June 15th, 2000 • Halifax Corp • Services-computer programming, data processing, etc. • Pennsylvania
Exhibit 10.1 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (this "Agreement") is entered into as of the Effective Date set forth on Schedule A by and between Halifax Corporation of Virginia, a Virginia Corporation ("Borrower"), and...Loan and Security Agreement • July 9th, 2008 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Oregon
WITNESSETH:Executive Severance Agreement • September 8th, 1999 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia
BACKGROUNDEmployee Severance and Restrictive Covenant Agreement • September 12th, 2003 • Halifax Corp • Services-computer programming, data processing, etc. • Delaware
Exhibit 99.2 REGISTRATION RIGHTS AND RIGHT OF FIRST OFFER AGREEMENT THIS REGISTRATION RIGHTS AND RIGHT OF FIRST OFFER AGREEMENT (the "Agreement") is made as of August 29, 2003 by and among Halifax Corporation, a Virginia corporation (the "Company"),...Registration Rights and Right of First Offer Agreement • September 12th, 2003 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia
WITNESSETH:Executive Severance Agreement • July 12th, 2000 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia
AMENDMENT TO NOTEHalifax Corp of Virginia • August 31st, 2009 • Services-computer programming, data processing, etc.
BORROWER: Halifax Corporation of Virginia AMOUNT OF ORIGINAL NOTE: $1,500,000.00 DATE OF ORIGINAL NOTE: June 15, 2009 ORIGINAL MATURITY DATE: June 15, 2010
FIRST AMENDMENT AND WAIVERFirst Amendment and Waiver • November 14th, 2007 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Maryland
This FIRST AMENDMENT AND WAIVER (this “Amendment”) is entered into as of November 13, 2007, among HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”).
THIRD AMENDMENT AND WAIVERThird Amendment and Waiver • May 6th, 2008 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Maryland
This THIRD AMENDMENT AND WAIVER (this “Amendment”) is entered into as of April 30, 2008, among HALIFAX CORPORATION OF VIRGINIA, f/k/a Halifax Corporation, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”).
Settlement Agreement And ReleaseSettlement Agreement and Release • February 8th, 2008 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Virginia
THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made this 4th day of February, 2008, by and among (i) Halifax Corporation of Virginia (formerly Halifax Corporation) (“Halifax”), a Virginia corporation, and (ii) INDUS Corporation, a Virginia corporation, and INDUS Secure Network Solutions, LLC, a Virginia limited liability company (collectively, “INDUS”).
HALIFAX CORPORATION AMENDMENT TO 8% PROMISSORY NOTESAgreement • July 14th, 2005 • Halifax Corp • Services-computer programming, data processing, etc.
THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) the ARCH C. SCURLOCK CHILDREN’S TRUST, dated December 9, 2003 (the “Trust”).
Exhibit 10.01 SEVERANCE ARRANGEMENT AGREEMENT, dated as of May 13, 2009, between Halifax Corporation of Virginia, a Virginia corporation (''Company"), and Joseph Sciacca ("Executive"), amending and restating the severance arrangement dated May 10,...Severance Arrangement • May 13th, 2009 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Virginia
FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 3rd, 2007 • Halifax Corp • Services-computer programming, data processing, etc. • Maryland
It is hereby agreed as of the 29th day of June, 2007, by and between HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”), of Baltimore, Maryland, and the successor by merger to Southern Financial Bank that this Fourth Amended and Restated Loan and Security Agreement (the “Agreement”) combines, amends and replaces the Third Amended and Restated Loan and Security Agreement dated July 6, 2006 executed by Borrower and Bank, as amended. The terms of the Agreement are as follows:
June 6, 2007 Halifax Corporation 5250 Cherokee AvenueHalifax Corp • July 3rd, 2007 • Services-computer programming, data processing, etc.
Pursuant to a subordination agreement dated March 6, 2002 between Provident Bank and the subordinated debt holders, Research Industries, further assigned on June 29, 2005 to the Arch C. Scurlock Children’s Trust, the maturity date of the remaining principal balance of $500,000 on the 8% promissory notes plus accrued interest thereon are extended to July 1, 2009.
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2006 • Halifax Corp • Services-computer programming, data processing, etc. • Maryland
It is hereby agreed as of the 6th day of July, 2006, by and between HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”), of Baltimore, Maryland, and the successor by merger to Southern Financial Bank that this Third Amended and Restated Loan and Security Agreement (the “Agreement”) combines, amends and replaces the Second Amended and Restated Loan and Security Agreement dated June 29, 2005 executed by Borrower and Bank, as amended. The terms of the Agreement are as follows:
MODIFICATION TO CONTRACT NUMBER VA-844 HALIFAX BETWEEN THE COMMONWEALTH OF VIRGINIA AND HALIFAX CORPORATIONHalifax Corp • November 14th, 2005 • Services-computer programming, data processing, etc.
This Modification is an agreement between the Commonwealth of Virginia, hereinafter referred to as “State” or “Commonwealth” or “VITA” (Virginia Information Technologies Agency), and Halifax Corporation, hereinafter referred to as “Contractor” relating to the modification of the above Contract. This Modification is hereby incorporated into and made an integral part of Contract VA-844 Halifax (the Agreement), as modified.
May 28, 2009 Halifax Corporation 5250 Cherokee AvenueHalifax Corp of Virginia • June 30th, 2009 • Services-computer programming, data processing, etc.
Pursuant to a subordination agreement dated July 1, 2008 between Textron Financial Corporation and the subordinated debt holders, Research Industries, further assigned on June 29, 2005 to the Arch C. Scurlock Children’s Trust, the maturity date of the remaining principal balance of $500,000 on the 8% promissory notes plus accrued interest thereon are extended to July 1, 2010.
CONSULTING AGREEMENTConsulting Agreement • December 16th, 2009 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Virginia
This Agreement shall be effective this 1st day of January 2010 by and between Halifax Corporation of Virginia, a Virginia corporation (hereinafter referred to as Halifax) and Joseph Sciacca, an individual business consultant (hereinafter referred to as Consultant).
VOTING AGREEMENTVoting Agreement • January 12th, 2010 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Virginia
WHEREAS, Parent proposes to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, its subsidiary Global Iron Acquisition, LLC (“Merger Sub”), and Halifax Corporation of Virginia (the “Company”), pursuant to which the Company would merge with and into Merger Sub (the “Merger”) and the Shareholders and the other shareholders in the Company would receive in exchange for each share of Company Common Stock, $1.20 in cash;
EMPLOYEE SEVERANCE AND RESTRICTIVE COVENANT AGREEMENTEmployee Severance and Restrictive Covenant Agreement • November 15th, 2004 • Halifax Corp • Services-computer programming, data processing, etc. • Delaware
THIS EMPLOYEE SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is made as of this 30th day of September, 2004, by and between Halifax Corporation, a Virginia corporation (“Company”), and L.L. Whiteside (“Employee”).
Solutions Engagement AgreementBase Agreement • February 14th, 2006 • Halifax Corp • Services-computer programming, data processing, etc. • New York
This Base Agreement (“Base Agreement”) dated as of 3/18/2002 (“Effective Date”), between International Business Machines Corporation (“Buyer”) and Halifax Corporation (“Supplier”), establishes the basis for a multinational procurement relationship under which Supplier will provide Buyer the Deliverables and Services described in SOWs issued under this Base Agreement. Deliverables and Services acquired by Buyer or Customer on or after the Effective Date will be covered by this Base Agreement. This Base Agreement will remain in effect until terminated.
June 6, 2007 Halifax Corporation 5250 Cherokee AvenueHalifax Corp • July 3rd, 2007 • Services-computer programming, data processing, etc.
Pursuant to a subordination agreement dated March 6, 2002 between Provident Bank and the subordinated debt holders, Research Industries, further assigned on June 29, 2005 to Nancy Morrison Scurlock, the maturity date of the remaining principal balance of $500,000 on the 8% promissory notes plus accrued interest thereon are extended to July 1, 2009.
AGREEMENT AND PLAN OF MERGER BY AND AMONG GLOBAL IRON HOLDINGS, LLC A DELAWARE LIMITED LIABILITY COMPANY, GLOBAL IRON ACQUISITION, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND HALIFAX CORPORATION OF VIRGINIA A VIRGINIA CORPORATION Dated January 6, 2010Agreement and Plan of Merger • January 12th, 2010 • Halifax Corp of Virginia • Services-computer programming, data processing, etc. • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 6, 2010 by and among Global Iron Holdings, LLC, a Delaware limited liability company (“Parent”), Global Iron Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Halifax Corporation of Virginia, a Virginia corporation (the “Company”), with respect to the facts and circumstances set forth below. Parent, Merger Sub and the Company may be referred hereinafter each as a “Party” or collectively as the “Parties.”
EXECUTIVE SEVERANCE AGREEMENT AMENDED AND RESTATEDExecutive Severance Agreement Amended And • July 10th, 2007 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia
AGREEMENT, dated as of March 31, 2003, between Halifax Corporation, a Virginia corporation (''Company”), and Charles L. McNew (“Executive”), amending and restating the agreement dated September 20, 2001.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 15th, 2004 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made by and among Halifax Corporation, a Virginia corporation (the “Company”), and L. L. Whiteside, Charles A. Harper, Morris Horn and Dan Lane (each, a “Purchaser” and collectively, the “Purchasers”).
