EXHIBIT 99.8
ESSEX CORPORATION
REGISTRATION RIGHTS AGREEMENT
This Agreement dated as of February 28, 2003 is entered into by and
among Essex Corporation, a Virginia corporation ("ESSEX"), and the Persons
identified on SCHEDULE I hereto and their permitted successors, assignees or
transferees (the "SHAREHOLDERS").
RECITALS
WHEREAS, Essex, SDL Acquisition, Inc., a Maryland corporation and
wholly owned subsidiary of Essex (the "PURCHASER"), Sensys Development
Laboratories, Inc. (the "COMPANY") and certain principal shareholders of the
Company (the "Principal Shareholders") have entered into an Agreement and Plan
of Merger (the "PLAN"), of even date herewith, pursuant to which (i) the
Purchaser will merge with and into the Company (the "MERGER") and (ii) the
Shareholders will receive, INTER ALIA, shares of Common Stock (capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Plan); and
WHEREAS, in order to induce the Shareholders to vote in favor of the
Merger and the Plan, and to induce the Company to enter into the Plan and as a
condition thereof, Essex has agreed to grant the securities registration rights
to the Shareholders set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS.
As used in this Agreement, the following terms shall have the following
respective meanings:
"COMMISSION" means the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.
"COMMON STOCK" means the common stock of Essex.
"ESCROW AGREEMENT" means the escrow agreement of even date
herewith by and among Essex, the escrow agent and the Principal Shareholders.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
"PROSPECTUS" means the prospectus included in any Shelf
Registration Statement, as amended or supplemented by an amendment or prospectus
supplement, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.
"REGISTRABLE SHARES" means 1,104,907 shares of Common Stock
issued to the Shareholders in connection with the Merger; PROVIDED that
following the Release Date "Registrable Shares" shall be adjusted to reflect the
actual number of shares of Common Stock finally released to the Principal
Shareholders pursuant to the Plan and the Escrow Agreement, and (ii) any other
shares of Common Stock issued in respect of such shares (because of stock
splits, stock dividends, reclassifications, recapitalizations, or similar
events); PROVIDED, HOWEVER, that shares of Common Stock which are Registrable
Shares shall cease to be Registrable Shares upon (i) any sale pursuant to a
Shelf Registration Statement or Rule 144 under the Securities Act or (ii) any
sale in any manner to a person or entity which, by virtue of Section 3 of this
Agreement, is not entitled to the rights provided by this Agreement.
"RELEASE DATE" means the date on which shares of Common Stock
securing the Principal Shareholders' indemnification obligations under the Plan
are released to the Principal Shareholders pursuant to the terms and conditions
of the Plan and the Escrow Agreement.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
or any successor federal statute, and the rules and regulations of the
Commission issued under such Act, as they each may, from time to time, be in
effect.
"SHELF REGISTRATION STATEMENT" means a registration statement
of Essex filed with the Commission on Form SB-2 or S-2 or, if available, Form
S-3 (or any successors thereto) for an offering to be made on a continuous or
delayed basis pursuant to Rule 415 under the Securities Act (or any similar rule
that may be adopted by the Commission) covering the Registrable Shares.
"SELLING SHAREHOLDER" means any Shareholder owning Registrable
Shares included in a Shelf Registration Statement.
"UNDERWRITTEN OFFERING" means an offering registered under the
Securities Act in which securities of Essex are sold to an underwriter or
underwriters on a firm commitment basis for reoffering to the public
2. REGISTRATION RIGHTS
2.1 SHELF REGISTRATION.
(a) FILING OF SHELF REGISTRATION STATEMENT. Within sixty (60) days from the date
hereof, Essex (i) shall file a Shelf Registration Statement to register for
resale the Registrable Shares and (ii) will use its reasonable best efforts to
cause the Shelf Registration Statement to be declared effective as promptly as
possible after date of filing thereof.
(b) EFFECTIVENESS, ETC. Essex agrees to use its
reasonable best efforts to keep
the Shelf Registration Statement continuously effective for a period of four (4)
years from the effective date thereof or, if earlier, until all of the
Registrable Shares covered by a Shelf Registration Statement have been sold
pursuant thereto. Essex further agrees to supplement or make amendments to the
Shelf Registration Statement if required by (i) Section 2.2(b) hereof, (ii) the
registration form utilized by Essex for such registration or by the instructions
applicable to such registration form, or (iii) the Securities Act; PROVIDED,
HOWEVER, that notwithstanding
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anything to the contrary herein Essex will not be required to supplement or
amend the Shelf Registration Statement until current financial information is
available so long as Essex is in compliance with (x) the foregoing clauses (i)
and (iii) and (y) its reporting obligations under the Exchange Act subsequent to
the effective date.
(c) UNDERWRITTEN OFFERING AT THE REQUEST OF THE
PRINCIPAL SHAREHOLDERS. Upon the
written request of one or more Principal Shareholders (such Principal
Shareholder or Principal Shareholders being referred to herein as the
"REQUESTING PRINCIPAL SHAREHOLDERS"), requesting that Essex amend the Shelf
Registration Statement to the extent necessary for the offering of the
Requesting Principal Shareholders' Registrable Shares pursuant to an
Underwritten Offering, Essex will give prompt written notice of the requested
Underwritten Offering to all other holders of Registrable Shares and thereupon
Essex will use its best efforts to effect such amendment to a Shelf Registration
Statement for an Underwritten Offering of (x) the Registrable Shares which Essex
has been so requested to include in the Underwritten Offering by the Requesting
Principal Shareholders and (y) all other Registrable Shares which Essex has been
requested to include in the Underwritten Offering by the holders thereof by
written request given to Essex within five (5) days after the giving of such
written notice by Essex. Notwithstanding the foregoing, Essex shall have no
obligation under this Section 2(c) unless the estimated aggregate offering price
of the Registrable Shares requested for inclusion in such Underwritten Offering
is $1,000,000 or more.
(d) LIMITATION ON AMENDMENTS. Essex shall not be
required to amend the Shelf
Registration Statement pursuant to Section 2(c) hereof more than two (2) times
in the aggregate; PROVIDED that each amendment so made shall have been effective
to permit the sale in an Underwritten Offering of all of the Registrable Shares
included in the Shelf Registration Statement for that purpose.
(e) SUSPENSION OF REGISTRATION. Upon (A) the issuance
by the SEC of a stop order
suspending the effectiveness of the Shelf Registration Statement or the
initiation of proceedings with respect to the Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any fact (a "Material Event") as a result of which the Shelf
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or (C) the good
faith determination of the Board of Directors of the Company that any
registration of the Registrable Shares should be suspended because it would
materially interfere with any material financing, acquisition, corporate
reorganization or merger or other material transaction involving the Company
(such condition, a "Blackout Condition"):
(i) in the case of clause (B) above, subject
to the next sentence, as
promptly as reasonably practicable, but in no event later than ten (10) days
after the Material Event, prepare and file, if necessary pursuant to applicable
law, a post-effective amendment to such Registration Statement or a supplement
to the related Prospectus or any document incorporated therein by reference or
file any other required document that would be incorporated by reference into
such Registration Statement and Prospectus so that such
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Registration Statement does not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and such Prospectus does not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable Shares being sold
thereunder, and, in the case of a post-effective amendment to the Registration
Statement, subject to the next sentence, use their reasonable best efforts to
cause it to become effective as promptly as practicable; and
(ii) give prompt notice to each Selling
Shareholder that the availability
of the Shelf Registration Statement is suspended (a "Deferral Notice") and, upon
receipt of any Deferral Notice, each Holder shall not sell any Registrable
Shares pursuant to the Registration Statement until such Selling Shareholder's
receipt of copies of the supplemented or amended Prospectus provided for in
clause (i) above, or until it (x) is advised in writing by the Company that the
Prospectus may be used, and (y) has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus or, in connection with a Blackout Condition, the expiration
of ninety (90) days from delivery of the relevant Deferral Notice (or sooner
period as provided by the next sentence). Notwithstanding anything contained
herein to the contrary, the Company may only suspend the Shelf Registration
Statement once in any twelve (12) month period, for up to ninety (90) days (the
"Maximum Blackout Period"), in connection with a Blackout Condition and the
Company shall promptly give written notice of the fact that a Blackout Condition
no longer exists.
The Company will use reasonable best efforts to ensure that the use of the
Prospectus may be resumed or, if necessary, to effect registration of the
Registrable Shares covered by the withdrawn or postponed registration statement
in accordance with this Agreement (x) in the case of clause (A) above, as
promptly as practicable, (y) in the case of clause (B) above, as soon as, in the
sole judgment of the Company, public disclosure of such Material Event would not
be prejudicial or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as practicable thereafter and (z)
in the case of clause (C) above, as soon as the earlier such time as the
Blackout Condition no longer exists, or the lapse of the Maximum Blackout
Period.
2.2 REGISTRATION PROCEDURES. In connection with Essex's registration obligations
pursuant to this Agreement, Essex shall, subject to the limitations set forth
herein and to applicable law, use its reasonable best efforts to effect any such
registration so as to permit the sale of the applicable Registrable Shares in
accordance with the intended method or methods of distribution thereof in
conformity with any required time period set forth herein, and in connection
therewith Essex shall:
(a) furnish to each Selling Shareholder such reasonable numbers of copies of the
Prospectus, including any preliminary Prospectus, in conformity with the
requirements of the Securities Act, and such other documents as such Selling
Shareholder may reasonably request in order to facilitate the public sale or
other disposition of the Registrable Shares owned by such Selling Shareholder;
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(b) use its commercially reasonable efforts to register or qualify the
Registrable Shares under the securities or Blue Sky laws of such states as the
Selling Shareholders shall reasonably request, and do any and all other acts and
things that may be necessary or desirable to enable the Selling Shareholders to
consummate the public sale or other disposition in such states of the
Registrable Shares owned by the Selling Shareholder; PROVIDED, HOWEVER, that
Essex shall not be required in connection with this subparagraph (ii) to qualify
as a foreign corporation or execute a general consent to service of process in
any jurisdiction;
(c) cause all such Registrable Shares to be listed on each securities exchange
or automated quotation system on which similar securities issued by Essex are
then listed;
(d) provide a transfer agent and registrar for all such Registrable Shares not
later than the effective date of the Shelf Registration Statement;
(e) make available for inspection by the Selling Shareholders, any managing
underwriter participating in any disposition pursuant to the Shelf Registration
Statement, and any attorney or accountant or other agent retained by any such
underwriter or selected by the Selling Shareholders, all financial and other
records, pertinent corporate documents and properties of Essex and cause Essex's
officers, directors, employees and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Shelf Registration Statement;
(f) notify each Selling Shareholder, promptly after it shall receive notice
thereof, of the time when the Shelf Registration Statement has become effective
or a supplement to any Prospectus forming a part of such Shelf Registration
Statement has been filed; and (g) notify each seller of such Registrable Shares
of any request by the Commission for the amending or supplementing of the Shelf
Registration Statement or Prospectus.
2.3 ALLOCATION OF EXPENSES. Essex will pay all Registration Expenses for all
registrations under this Agreement. For purposes of this Section, the term
"Registration Expenses" shall mean all expenses incurred by Essex in complying
with this Agreement, including, without limitation, all registration and filing
fees, exchange listing fees, printing expenses, fees and expenses of counsel for
Essex, and Blue Sky fees and expenses, but excluding underwriting discounts,
selling commissions and the fees and expenses of Selling Shareholders' own
counsel.
2.4 INDEMNIFICATION AND CONTRIBUTION.
(a) In the event of any registration of any of the Registrable Shares under the
Securities Act pursuant to this Agreement, Essex will indemnify and hold
harmless each Selling Shareholder, each underwriter of such Registrable Shares,
and each other person, if any, who controls such Selling Shareholder or
underwriter within the meaning of the Securities Act or the Exchange Act against
any losses, claims, damages or liabilities, joint or several, to which such
Selling Shareholder, underwriter or controlling person may become subject under
the
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Securities Act, the Exchange Act, state securities or Blue Sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Shelf Registration
Statement under which such Registrable Shares were registered under the
Securities Act, any preliminary Prospectus or final Prospectus contained in the
Shelf Registration Statement, or any amendment or supplement to such Shelf
Registration Statement, or arise out of or are based upon the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and Essex will
reimburse such Selling Shareholder, underwriter and each such controlling person
for any legal or any other expenses reasonably incurred by such Selling
Shareholder, underwriter or controlling person in connection with investigating
or defending any such loss, claim, damage, liability or action; PROVIDED,
HOWEVER, that Essex will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any untrue
statement or omission made in such Shelf Registration Statement, preliminary
Prospectus or Prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to Essex, in writing, by or on
behalf of such Selling Shareholder, underwriter or controlling person
specifically for use in the preparation thereof.
(b) In the event of any registration of any of the Registrable Shares under the
Securities Act pursuant to this Agreement, each Selling Shareholder, severally
and not jointly, will indemnify and hold harmless Essex, each of its directors
and officers and each underwriter (if any) and each person, if any, who controls
Essex or any such underwriter within the meaning of the Securities Act or the
Exchange Act, against any losses, claims, damages or liabilities, joint or
several, to which Essex, such directors and officers, underwriter or controlling
person may become subject under the Securities Act, Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Shelf Registration Statement, any preliminary Prospectus or
final Prospectus contained in the Registration Statement, or any amendment or
supplement to the Shelf Registration Statement, or arise out of or are based
upon any omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, if
the statement or omission was made in reliance upon and in conformity with
information relating to such Selling Shareholder furnished in writing to Essex
by or on behalf of such Selling Shareholder specifically for use in connection
with the preparation of such Shelf Registration Statement, Prospectus, amendment
or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Shareholder
hereunder shall be limited to an amount equal to the net proceeds to such
Selling Shareholder of Registrable Shares sold in connection with such
registration.
(c) Each party entitled to indemnification under this Section (the "Indemnified
Party") shall give notice to the party required to provide indemnification (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom; PROVIDED, that counsel for the Indemnifying Party, who
shall conduct the defense of such claim or litigation, shall be approved by the
Indemnified Party (whose approval shall not be unreasonably withheld); and,
PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as
provided herein shall not
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relieve the Indemnifying Party of its obligations under this Section except to
the extent that the Indemnifying Party is adversely affected by such failure.
The Indemnified Party may participate in such defense at such party's expense;
PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if
representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party represented by such
counsel in such proceeding; PROVIDED FURTHER that in no event shall the
Indemnifying Party be required to pay the expenses of more than one law firm per
jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also
shall be responsible for the expenses of such defense if the Indemnifying Party
does not elect to assume such defense. No Indemnifying Party, in the defense of
any such claim or litigation shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation, and no Indemnified Party shall consent to entry of
any judgment or settle such claim or litigation without the prior written
consent of the Indemnifying Party, which consent shall not be unreasonably
withheld.
(d) In order to provide for just and equitable contribution in circumstances in
which the indemnification provided for in this Section 2.4 is due in accordance
with its terms but for any reason is held to be unavailable to an Indemnified
Party in respect to any losses, claims, damages and liabilities referred to
herein, then the Indemnifying Party shall, in lieu of indemnifying such
Indemnified Party, contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages or liabilities to which such
party may be subject in such proportion as is appropriate to reflect the
relative fault of Essex on the one hand and the Selling Shareholders on the
other in connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of Essex and the Selling Shareholders shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of material fact related to information supplied by Essex or
the Selling Shareholders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Essex and the Selling Shareholders agree that it would not be just and equitable
if contribution pursuant to this Section 2.4 were determined by PRO RATA
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the provisions
of this paragraph of Section 2.4, (a) in no case shall any one Selling
Shareholder be liable or responsible for any amount in excess of the net
proceeds received by such Selling Shareholder from the offering of Registrable
Shares and (b) Essex shall be liable and responsible for any amount in excess of
such proceeds; PROVIDED, HOWEVER, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be made
against another party or parties under this Section, notify such party or
parties from whom contribution may be sought, but the omission so to notify such
party or parties from whom contribution may be sought shall not relieve such
party from any other obligation it or they may have thereunder or otherwise
under this Section. No party shall be liable for contribution with respect to
any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.
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2.5 INFORMATION BY HOLDER. Each holder of Registrable Shares included in any
registration shall furnish to Essex such information regarding such holder and
the distribution proposed by such holder as Essex may reasonably request in
writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Agreement.
2.6 "STAND-OFF" AGREEMENT; CONFIDENTIALITY OF NOTICES.
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(a) Each Shareholder, if requested by Essex and the
managing underwriter of an
underwritten public offering by Essex of Common Stock, shall not sell or
otherwise transfer or dispose of any Registrable Shares or other securities of
Essex held by such Shareholder for a period of 90 days following the effective
date of a registration statement filed by Essex to register securities for sale
by Essex; PROVIDED, that all shareholders of Essex then holding at least five
percent (5%) of the outstanding Common Stock (on an as-converted or as-exercised
basis) and all officers and directors of Essex enter into similar agreements.
(b) Essex may impose stop-transfer instructions with
respect to the Registrable
Shares or other securities subject to the foregoing restriction until the end of
such 90-day period.
(c) Any Shareholder receiving any written notice from
Essex regarding Essex's
plans to file a registration statement shall treat such notice confidentially
and shall not disclose such information to any person other than as necessary to
exercise its rights under this Agreement.
2.7 RULE 144 REQUIREMENTS. Essex agrees to:
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(a) make and keep current public information about Essex available, as those
terms are understood and defined in Rule 144;
(b) use its best efforts to file with the Commission in a timely manner all
reports and other documents required of Essex under the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements); and
(c) furnish to any holder of Registrable Shares upon request (i) a written
statement by Essex as to its compliance with the reporting requirements of Rule
144 and of the Securities Act and the Exchange Act, (ii) a copy of the most
recent annual or quarterly report of Essex, and (iii) such other reports and
documents of Essex as such holder may reasonably request to avail itself of any
similar rule or regulation of the Commission allowing it to sell any such
securities without registration.
2.8 TERMINATION. All of Essex's obligations to register Registrable Shares under
Sections 2.1 of this Agreement shall terminate four (4) years after the date of
this Agreement.
3. TRANSFERS OF RIGHTS. This Agreement, and the rights and obligations of the
Shareholders hereunder, may be not be assigned without the prior written consent
of Essex except in connection with the transfer by a Principal Shareholder of at
least 100,000 Registrable Shares by such Principal Shareholder provided such
transferee agrees in writing to be bound by
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this Agreement in which event such transferee shall be a "Selling Shareholder"
for all purposes hereof.
4. GENERAL.
(a) SEVERABILITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
(b) SPECIFIC PERFORMANCE. In addition to any and all other remedies that may be
available at law in the event of any breach of this Agreement, the Purchaser
shall be entitled to specific performance of the agreements and obligations of
Essex hereunder and to such other injunctive or other equitable relief as may be
granted by a court of competent jurisdiction.
(c) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Maryland (without reference to
the conflicts of law provisions thereof).
(d) NOTICES. All notices, requests, consents, and other communications under
this Agreement shall be in writing and shall be deemed delivered (i) two
business days after being sent by registered or certified mail, return receipt
requested, postage prepaid or (ii) one business day after being sent via a
reputable nationwide overnight courier service guaranteeing next business day
delivery, in each case to the intended recipient as set forth below:
If to Essex, at 0000 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000,
Attention: President and Chief Executive Officer, or at such other address or
addresses as may have been furnished in writing by Essex to the Purchaser, with
a copy to D. Xxxxx Xxxxx, Esquire, Xxxxxxxxx, Xxxxxx & Preston L.L.P., Xxxxx Xx.
Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000; or
If to any Selling Shareholders, at the address set forth in
Schedule I hereto or at such other address or addresses as may have been
furnished to Essex in writing by any Selling Shareholder.
Any party may give any notice, request, consent or other
communication under this Agreement using any other means (including, without
limitation, personal delivery, messenger service, telecopy, first class mail or
electronic mail), but no such notice, request, consent or other communication
shall be deemed to have been duly given unless and until it is actually received
by the party for whom it is intended. Any party may change the address to which
notices, requests, consents or other communications hereunder are to be
delivered by giving the other parties notice in the manner set forth in this
Section.
(e) COMPLETE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings relating to such subject
matter.
(f) AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended or
terminated and the observance of any term of this Agreement may be waived with
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respect to all parties to this Agreement (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
Essex and the holders of at least 51% of the Registrable Shares held by all of
the Shareholders. Any such amendment, termination or waiver effected in
accordance with this Section 4(f) shall be binding on all parties hereto, even
if they do not execute such consent and Essex. No waivers of or exceptions to
any term, condition or provision of this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.
(g) PRONOUNS. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural, and vice
versa.
(h) COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of which together shall constitute one and the same document. This Agreement may
be executed by facsimile signatures.
(i) SECTION HEADINGS. The section headings are for the convenience of the
parties and in no way alter, modify, amend, limit or restrict the contractual
obligations of the parties.
[SIGNATURE PAGES IMMEDIATELY FOLLOW]
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Executed as of the date first written above.
COMPANY:
ESSEX CORPORATION
By: /S/ XXXXXXX X. XXXXXXXXX
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Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
SELLING SHAREHOLDERS:
/S/ XXXXX X. KATRA (SEAL)
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Xxxxx X. Katra
/S/ XXXXXXX X. XXXXX (SEAL)
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Xxxxxxx X. Xxxxx
/S/ XXXXX X. XXXXXXXXXX (SEAL)
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Xxxxx X. Xxxxxxxxxx
/S/ XXXXXX X. XXXXXX (SEAL)
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Xxxxxx X. Xxxxxx
/S/ XXXXXXX X. XXXXX, XX. (XXX)
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Xxxxxxx X. Xxxxx, Xx.
/S/ XXXXXX X. XXXXX (SEAL)
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Xxxxxx X. Xxxxx
/S/ XXXXXXXX X. XXXXX (SEAL)
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Xxxxxxxx X. Xxxxx
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/S/ XXXX X. XXXXXXX (SEAL)
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Xxxx X. Xxxxxxx
/S/ XXXXXXX X. XXXXXX (SEAL)
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Xxxxxxx X. Xxxxxx
/S/ XXXX X. XXXXXXX (SEAL)
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Xxxx X. Xxxxxxx
/S/ XXXXXXX X. XXXXX, XX. (SEAL)
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Xxxxxxx X. Xxxxx, Xx.
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