Tessco Technologies Inc Sample Contracts

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RECITALS
Financing Agreement • November 6th, 2000 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec
TESSCO TECHNOLOGIES INCORPORATED
Rights Agreement • February 1st, 2008 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

RIGHTS AGREEMENT, dated as of February 1, 2008 (the “Agreement”), between TESSCO Technologies Incorporated, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • December 9th, 2022 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

THIS CREDIT AGREEMENT, is entered into as of October 29, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), TESSCO TECHNOLOGIES, INCORPORATED, a Delaware corporation (“Parent”), TESSCO INCORPORATED, a Delaware corporation (“Tessco”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“Service”) and TCPM, INC., a Delaware corporation (“TCPM”; together with TESSCO, GW, SERVICE and and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhib

GUARANTY AND SECURITY AGREEMENT
Guaranty and Security Agreement • November 4th, 2020 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of October 29, 2020, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT
Severance and Restrictive Covenant Agreement • June 5th, 2020 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Maryland

THIS SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is dated as of June ___, 2019 (the “Effective Date”), between TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Company”), and JOSEPH CAWLEY (“Executive”).

AGREEMENT AND PLAN OF MERGER by and among ALLIANCE USACQCO 2, INC. ALLIANCE USACQCO 2 MERGER SUB, INC. and TESSCO TECHNOLOGIES INCORPORATED Dated as of April 11, 2023
Merger Agreement • April 12th, 2023 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2023 (the “Agreement Date”), by and among, Alliance USAcqCo 2, Inc., a Delaware corporation (“Parent”), Alliance USAcqCo 2 Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and TESSCO Technologies Incorporated, a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.

AGREEMENT OF LEASE by and between ATRIUM BUILDING, LLC and TESSCO TECHNOLOGIES, INC. (375 WEST PADONIA ROAD, SUITE 100)
Lease Agreement • November 12th, 2003 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec

THIS AGREEMENT OF LEASE (this “Lease”) made this day of , 2003 (the “Effective Date”), by and between ATRIUM BUILDING, LLC (the “Landlord”) and TESSCO TECHNOLOGIES, INC. (the “Tenant”), witnesseth that the parties hereby agree as follows:

JOINDER, ASSUMPTION, RATIFICATION AND MODIFICATION AGREEMENT
Joinder, Assumption, Ratification and Modification Agreement • November 8th, 2006 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Maryland

THIS JOINDER, ASSUMPTION, RATIFICATION, AND MODIFICATION AGREEMENT (this “Agreement”) is made as of this 29th day of August, 2006, by and among (a) TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“TESSCO”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation, TESSCO INCORPORATED, a Delaware corporation, TESSCO COMMUNICATIONS INCORPORATED, a Delaware corporation, WIRELESS SOLUTIONS INCORPORATED, a Maryland corporation, and TESSCO BUSINESS SERVICES, LLC, a Delaware limited liability company, (all of the aforementioned entities, including TESSCO, being hereinafter called collectively the “Existing Borrowers”); (b) TESSCO SUPPLY CHAIN SERVICES, LLC, a Delaware limited liability company, TESSCO PRODUCT SOLUTIONS, LLC, a Delaware limited liability company, TESSCO INTEGRATED SOLUTIONS, LP, a Delaware limited partnership, and GW SERVICE SOLUTIONS, INC, a Delaware corporation (TESSCO Supply Chain Services, LLC, TESSCO Product Solutions, LLC, TESSCO Integrated Solutions, LP and GW S

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • July 7th, 2008 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Delaware

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made as of July 1, 2008, between TESSCO Technologies Incorporated, a Delaware corporation (the “Buyer”), and Brightpoint, Inc., an Indiana corporation (the “Seller”).

EXHIBIT 10.9 TERMINATION OF EMPLOYMENT ARRANGEMENT TESSCO Technologies Incorporated and Mr. Robert C. Singer have entered into an employment agreement as of October 4, 1999. Pursuant to the agreement, TESSCO remains obligated to continue base salary...
Termination of Employment Arrangement • November 10th, 1999 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec

TESSCO Technologies Incorporated and Mr. Robert C. Singer have entered into an employment agreement as of October 4, 1999. Pursuant to the agreement, TESSCO remains obligated to continue base salary compensation and benefits to Mr. Singer for the scheduled terms of the agreement if the employment of Mr. Singer is terminated by TESSCO without "good cause" or by Mr. Singer with "good reason". If Mr. Singer's employment is terminated by TESSCO for "good cause", or by Mr. Singer without "good reason", TESSCO is generally obligated to pay compensation and benefits only to the date of termination. "Good cause" generally means: (I) the willful continued failure by Mr. Singer to substantially perform his management duties, (ii) intentional misconduct by Mr. Singer causing substantial injury to the Company, or (iii) the conviction of a felony crime involving moral turpitude. "Good reason" is defined to include: (I) a substantial diminution in Mr. Singer's title, duties or authority, (ii) a relo

FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • April 26th, 2010 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

This First Amendment, dated as of April 26, 2010 (this “Amendment”), to the Rights Agreement, dated as of February 1, 2008 (the “Rights Agreement”), is made between Tessco Technologies Incorporated, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meanings given to such terms in the Rights Agreement.

TESSCO TECHNOLOGIES INCORPORATED STOCK OPTION
Stock Option Agreement • June 5th, 2020 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Delaware

THIS STOCK OPTION (this “Option”) is granted by TESSCO Technologies Incorporated, a Delaware corporation (the “Company”), to _______________(the “Optionee”) effective as of ______________, 20___ (the “Grant Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 20th, 2019 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Maryland

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made the 19th day of August, 2019, by and between SANDIP MUKERJEE (“Executive”), and TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation, with its principal executive office currently located at 11126 McCormick Road, Hunt Valley, Maryland 21136 (the “Company”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 19, 2017, among TESSCO TECHNOLOGIES INCORPORATED, as Parent, TESSCO INCORPORATED, GW SERVICE SOLUTIONS, INC., TESSCO SERVICE SOLUTIONS, INC., and TCPM, INC. as Borrowers, THE LENDERS FROM TIME...
Credit Agreement • October 23rd, 2017 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2017, by and among TESSCO TECHNOLOGIES, INCORPORATED, a Delaware corporation (“Parent”), TESSCO INCORPORATED, a Delaware corporation (“TESSCO”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“SERVICE”), and TCPM, a Delaware corporation (“TCPM”; together with TESSCO, SERVICE, and GW, each a “Borrower,” and, collectively, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).

LETTERHEAD OF TESSCO TECHNOLOGIES INCORPORATED] February 18, 2015
Separation and Transition Arrangements • February 20th, 2015 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec

Following up on our discussions, this letter sets forth our agreement regarding your departure from TESSCO, including the period of transition and the amendment of the terms of your Severance and Restrictive Covenant Agreement dated February 9, 2009 (the “2009 Severance Agreement”).

RESTRICTED STOCK UNIT AWARD
Restricted Stock Unit Award • June 5th, 2020 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD (this “Award”) is made as of _______, 20__ (the “Grant Date”), by and between TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Company”), and __________________(“Grantee”).

GUARANTY AGREEMENT
Guaranty Agreement • November 10th, 2004 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Maryland

THIS GUARANTY AGREEMENT (this “Agreement”) is made by TESSCO INCORPORATED, a Delaware corporation (the “Guarantor”) this 30th day of June, 2004 for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, individually and as agent for the Lenders from time to time signatory to the Credit Agreement (in such capacity, the “Agent”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2016 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and effective as of the 26th day of March, 2016 (the “Effective Date”), by and between TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Company”), and ROBERT B. BARNHILL, JR. (“Executive”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT
Credit Agreement • January 6th, 2022 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 2 TO CREDIT AGREEMENT AND CONSENT, dated December 29, 2021 (this “Amendment No. 2”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), TESSCO INCORPORATED, a Delaware corporation (“Tessco”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“Service”), and TCPM, INC., a Delaware corporation (“TCPM”, and together with TESSCO, GW, SERVICE and any other Person that becomes a Borrower under the Credit Agreement, each individually a “Borrower”, and collectively, the “Borrowers”), TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”), TESSCO BUSINESS SERVICES, LLC, a Delaware limited liabilit

GUARANTY AND SECURITY AGREEMENT dated as of June 24, 2016 made by TESSCO TECHNOLOGIES INCORPORATED, as Parent and THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of
Guaranty and Security Agreement • June 29th, 2016 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

THIS GUARANTY AND SECURITY AGREEMENT, dated as of June 24, 2016, is made by TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Parent”), and certain Subsidiaries of the Parent identified on the signature pages hereto as “Guarantors” (together with the Parent and any other Subsidiary of the Parent that becomes a party hereto from time to time after the date hereof, each, a “Grantor,” and, collectively, the “Grantors”), in favor of SUNTRUST BANK, as administrative agent (in such capacity, together with its successors and assigns, the “Administrative Agent”) for the Secured Parties (as defined below).

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Contract
Joinder, Assumption and Third Modification Agreement • May 24th, 2011 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Maryland
CREDIT AGREEMENT dated as of June 24, 2016, among TESSCO TECHNOLOGIES INCORPORATED, as Parent, TESSCO INCORPORATED, GW SERVICE SOLUTIONS, INC.,
Credit Agreement • June 29th, 2016 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2016, by and among TESSCO TECHNOLOGIES, INCORPORATED, a Delaware corporation (“Parent”), TESSCO INCORPORATED, a Delaware corporation (“TESSCO”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“SERVICE”), and TCPM, a Delaware corporation (“TCPM”; together with TESSCO, SERVICE, and GW, each a “Borrower,” and, collectively, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).

PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • August 4th, 2016 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Delaware

THIS PERFORMANCE STOCK UNIT AGREEMENT between TESSCO TECHNOLOGIES INCORPORATED (the “Company”) and ________ (“you”) is effective as of May 27, 2016.

SECOND AMENDMENT TO AGREEMENT OF LEASE
Agreement of Lease • August 15th, 2007 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec

THIS SECOND AMENDMENT TO AGREEMENT OF LEASE (this “Amendment”) is made this 1st day of May, 2007, by ATRIUM BUILDING, LLC, a Maryland limited liability company (“Landlord”) and TESSCO TECHNOLOGIES, INC., a Delaware corporation (“Tenant”).

May 30, 2022 Mr. Ari Levy Lakeview Investment Group & Trading Company, LLC| (“Lakeview” or “you”) 444 W. Lake St. #1900 Chicago, IL 60606
Board Appointment Agreement • June 1st, 2022 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec

First, immediately following the execution of this agreement, the Tessco Board of Directors (the “Board”) agrees to increase the size of the Board by one and appoint Matt Brewer to the Board to fill the resulting vacancy.

RESTRICTED STOCK AWARD
Restricted Stock Award • June 5th, 2020 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Delaware

THIS RESTRICTED STOCK AWARD (this “Award”) is made as of ______, 20___ (the “Grant Date”), by and between TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (the “Company”), and __________________(“Grantee”).

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY AND SECURITY AGREEMENT
Credit Agreement • January 6th, 2022 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO GUARANTY AND SECURITY AGREEMENT, dated January 5, 2022 (this “Amendment No. 3”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), TESSCO INCORPORATED, a Delaware corporation (“Tessco”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“Service”), and TCPM, INC., a Delaware corporation (“TCPM”, and together with TESSCO, GW, SERVICE and any other Person that becomes a Borrower under the Credit Agreement, each individually a “Borrower”, and collectively, the “Borrowers”), TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”), TESSCO BUSINESS S

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • August 5th, 2021 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • New York

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated July 12, 2021 (this “Amendment No. 1”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent pursuant to the Credit Agreement (as hereinafter defined) acting for and on behalf of the parties thereto as lenders (in such capacity, “Agent”), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”), TESSCO INCORPORATED, a Delaware corporation (“Tessco”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“Service”), and TCPM, INC., a Delaware corporation (“TCPM”, and together with TESSCO, GW, SERVICE and any other Person that becomes a Borrower under the Credit Agreement, each individually a “Borrower”, and collectively, the “Borrowers”), TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”), TESSCO BUSINESS SERVICES, LLC, a Delaware limited liability company (“TBS”

LEASE
Lease Agreement • January 6th, 2022 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Nevada

THIS LEASE is entered into as of the 29th day of December, 2021 (the “Effective Date”) between TESSCO RENO HOLDING, LLC, a Nevada limited liability company (hereinafter “Lessor”), and TESSCO INCORPORATED, a Delaware corporation (hereinafter “Lessee”).

PERFORMANCE SHARE UNIT AGREEMENT – OFFICERS AND EMPLOYEES
Performance Share Unit Agreement • August 11th, 2004 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Delaware

THIS PERFORMANCE SHARE UNIT AGREEMENT between TESSCO TECHNOLOGIES INCORPORATED (the “Company”) and (“you”) is effective as of April 9, 2004.

SECOND AMENDMENT
Second Amendment • June 6th, 2007 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Maryland

THIS SECOND AMENDMENT (this “Amendment”) is made effective as of May 31, 2007, by and among (a) TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“TESSCO”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation, TESSCO COMMUNICATIONS INCORPORATED, a Delaware corporation, WIRELESS SOLUTIONS INCORPORATED, a Maryland corporation, and TESSCO BUSINESS SERVICES, LLC, a Delaware limited liability company, TESSCO SUPPLY CHAIN SERVICES, LLC, a Delaware limited liability company, TESSCO PRODUCT SOLUTIONS, LLC, a Delaware limited liability company, TESSCO INTEGRATED SOLUTIONS, LP, a Delaware limited partnership, and GW SERVICE SOLUTIONS, INC, a Delaware corporation (all of the aforementioned entities, including TESSCO, being hereinafter called collectively the “Borrowers”); (b) TESSCO INCORPORATED, a Delaware corporation (the “Guarantor”) (c) the Lenders who are or may become a party to this Agreement; (d) WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders, and

Contract
Joinder, Assumption, and Fifth Modification Agreement • May 24th, 2011 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Maryland
FOURTH MODIFICATION AGREEMENT
Modification Agreement • May 27th, 2010 • Tessco Technologies Inc • Wholesale-electronic parts & equipment, nec • Maryland

THIS FOURTH MODIFICATION AGREEMENT (this “Agreement”) is made effective as of April 28, 2010, by and among (a) TESSCO TECHNOLOGIES INCORPORATED, a Delaware corporation (“TESSCO”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation, TESSCO INCORPORATED, a Delaware corporation, TESSCO COMMUNICATIONS INCORPORATED, a Delaware corporation, WIRELESS SOLUTIONS INCORPORATED, a Maryland corporation, TESSCO BUSINESS SERVICES, LLC, a Delaware limited liability company, TESSCO INTEGRATED SOLUTIONS, LLC, a Delaware limited liability company, and GW SERVICE SOLUTIONS, INC., a Delaware corporation (the aforementioned entities, including TESSCO, being hereinafter called collectively the “Borrowers”); (b) SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lenders (in such capacity, the “Lenders”); and (c) SUNTRUST BANK, as Administrative Agent (in such capacity, the “Agent”).

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