Stock Purchase Agreement
THIS STOCK PURCHASE AGREEMENT ("Agreement") made this 20th day of November,
1998, among ____________________ (the "Seller"), Telos Corporation, a Maryland
corporation (the "Purchaser"), and Xxxx X. Xxxxxx, Escrow Agent (the "Escrow
Agent").
RECITALS
The Seller is the owner of _____ shares of Telos Corporation's twelve
percent (12%) cumulative exchangeable, redeemable, preferred stock, par value
one xxxxx ($.01) per share (the "Public Preferred Stock"), with such shares
owned by Seller hereinafter referred to as "Seller's Shares".
The parties have agreed upon the purchase and sale of such Public Preferred
Stock under the terms and conditions contained in this Agreement.
It is therefore agreed:
1. Sale. The Seller shall sell and the Purchaser shall purchase all of the
Seller's shares in the Public Preferred Stock at the price of Four Dollars
($4.00) per share.
2. Escrow Deposit. Within five (5) days after the execution of this
Agreement, the Seller will deposit with the Escrow Agent a certificate for
Seller's shares in the Public Preferred Stock, endorsed in blank. Upon receipt
by the Escrow Agent of all certificates representing the Seller's Shares to be
purchased in this offer, the Purchaser will deposit within two (2) days with the
Escrow Agent the funds to purchase all of said Seller's Shares. If the condition
set forth in paragraph 3 is satisfied on or before December 1st and if the
Escrow Agent shall receive written notice thereof from the Purchaser on or
before that date, the Escrow Agent shall promptly thereafter deliver the
certificate for such shares to the Purchaser, and shall pay the sum for the
shares specified in paragraph 1 above to the Seller. If the condition set forth
in paragraph 3 is not satisfied or waived on or before December 1st, or if the
Escrow Agent shall not receive written notice of that fact from the Purchaser on
or before that date, the Escrow Agent shall promptly thereafter deliver the
certificate for such shares to the Seller, and shall pay the sum for the shares
specified in paragraph 1 above (provided the funds have been received by the
Escrow Agent) to the Purchaser. Upon the performance by the Escrow Agent of its
obligations hereunder, all obligations of the Escrow Agent and of the Purchaser
and Seller shall cease.
3. Conditions precedent. The obligations of the Purchaser to buy the Public
Preferred Stock are conditioned upon the Purchaser having the funds to do so and
the Purchaser being satisfied with Shareholder's title to the Public Preferred
Stock tendered pursuant to the Stock Purchase Agreement.
4. Notice. All notices pursuant to this Agreement shall be in writing and
shall be sufficient if delivered, sent or mailed registered or certified mail,
postage prepaid, or by personal delivery as follows:
If to Escrow Agent: Xxxx X. Xxxxxx, Escrow Agent
Xxxx X. Xxxxxx, P.L.C.
0000 Xxxxx Xxxxxxx Xx. #000
Xxxxxxxxxx, XX 00000
If to Seller: __________________________
__________________________
__________________________
If to Purchaser: Telos Corporation
00000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
5. Waiver. Any condition in paragraph 3 of this agreement is deemed to be
exclusively for the benefit of Purchaser, and the Purchaser shall have the
right, but not the obligation, to waive said contingency upon giving written
notice to Escrow Agent in accordance with the procedure set forth in paragraph
2.
6. Benefit. This agreement shall be binding upon and shall inure to the
benefit of the parties, their legal representative, successors, and assigns.
IN WITNESS WHEREOF, the parties have signed this agreement.
ATTEST: SELLER
Name:
Address:
Telos Corporation
ATTEST:/s/ Xxxxxx X. Xxxxxxx
By:/s/Xxxxxxx X.X. Xxxxxxxx
Name:Xxxxxxx X.X. Xxxxxxxx
Title:Vice President & General Counsel
ESCROW AGREEMENT
THIS ESCROW AGREEMENT ("Agreement") made this 20th day of November, 1998,
by and between TELOS CORPORATION (the "Purchaser") and XXXX X. XXXXXX (the
"Escrow Agent") for the benefit of the Purchaser and various shareholders (the
"Shareholders") of the Twelve Percent (12%) Cumulative Exchangeable, Redeemable,
Preferred Stock, Par Value One Xxxxx ($.01) Per Share (the "Public Preferred
Stock").
W I T N E S S E T H:
WHEREAS, some or all of the Shareholders and the Purchaser have or will
enter into various Stock Purchase Agreements dated various dates (the "Purchase
Agreements"), for the sale of certain shares of the Public Preferred Stock, a
copy of which form Purchase Agreement has been delivered to the Escrow Agent, is
attached hereto as Exhibit A, and the terms of which are incorporated herein by
reference (all terms not otherwise defined herein shall have the meaning
attributed thereto in the Purchase Agreement); and
WHEREAS, Paragraph 2 of the Purchase Agreement provides, among other
things, that the Shareholders will deposit share certificates of the Public
Preferred Stock, endorsed in blank, with the Escrow Agent; and
WHEREAS, Paragraph 2 of the Purchase Agreement provides, among other
things, that the Purchaser will deposit funds with the Escrow Agent to purchase
all of the shares;
NOW, THEREFORE, in consideration of the promises made herein and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Deposit of Share Certificates and Purchase Funds. Within ten (10) days
after the execution of the various Purchase Agreements, each of the Shareholders
will deposit with the Escrow Agent their certificate for the number of shares of
the Public Preferred Stock listed below, endorsed in blank. Upon receipt by the
Escrow Agent of all certificates representing the shares to be purchased in this
offer, the Escrow Agent will notify Purchaser and the Purchaser will thereafter
deposit with the Escrow Agent the funds to purchase all of said shares.
2. Disposition of Share Certificates and Purchase Funds. (a) If the
condition set forth in Paragraph 3 is satisfied on or before December 1st, or
the date of any extension thereof, (the "Deadline"), and if the Escrow Agent
receives the funds required to finalize the purchase from the Purchaser within
fifteen (15) days after the Deadline, the Escrow Agent shall promptly thereafter
deliver the certificates for such shares to the Purchaser, and shall pay the
sums for the purchase to each of the Shareholders as required by the Purchase
Agreements. (b) If the condition set forth in Paragraph 3 is not satisfied on or
before the Deadline, or if the Escrow Agent has not received written notice of
waiver of such condition from the Purchaser on or before that date, the Escrow
Agent shall promptly thereafter deliver the certificates for such shares to the
Shareholders, and shall pay all funds received from Purchaser to the Purchaser.
(c) If the Purchaser waives the condition precedent in Paragraph 3 and instructs
the Escrow Agent to proceed with the purchase even though all Shareholders have
not agreed thereto, Purchaser shall forthwith deliver the funds required by the
Purchase Agreement to the Escrow Agent, whereupon the Escrow Agent shall deliver
the shares he has received to Purchaser and distribute the funds to the
Shareholders as required by the Purchase Agreements. (d) Upon the performance by
the Escrow Agent of its obligations hereunder, all obligations of the Escrow
Agent and of the Purchaser and Shareholders hereunder shall cease.
3. Conditions precedent. The obligations of the Purchaser to buy the Public
Preferred Stock are conditioned upon the Purchaser having the funds to do so and
the Purchaser being satisfied with Shareholder's title to the Public Preferred
Stock tendered pursuant to the Stock Purchase Agreement. Purchaser agrees that
it will diligently seek and use its best efforts to acquire the Public Preferred
Stock from the Shareholders.
4. Notwithstanding any provision herein to the contrary, Purchaser reserves
the right to terminate the Purchase Agreements and not proceed with the stock
purchases at any time up to the delivery of funds to the Escrow Agent.
5. Extension of Deadline. The Purchaser reserves the right to extend the
Deadline, in its sole and absolute discretion.
6. Limitations of Liability. The foregoing instructions are subject to the
following provisions:
6.1 Depository Duty. The Escrow Agent will be liable as a depository only,
and will not be responsible for the sufficiency or accuracy of the form,
execution, or validity of any document delivered to it hereunder or any
description of the property or other thing contained therein or the identity,
authority, or rights of the persons executing or delivering, or purporting to
execute or deliver, any such document. The Escrow Agent's duties hereunder are
limited to the safekeeping and the delivery of the shares and purchase funds in
accordance with this Agreement. The Escrow Agent shall not be liable in the
event of bank failure.
6.2 Standard of Care. The Escrow Agent will not be liable for any act or
omission done in good faith, or for any claim, demand, loss, or damage made or
suffered by any party to this Agreement, unless it arose through or was caused
by the Escrow Agent's willful misconduct or gross negligence.
6.3 Reliance. The Escrow Agent shall in all cases be entitled to rely upon
and be fully protected in acting or in refraining from acting under this
Agreement in accordance with any and all written notices, demands, directions,
orders, or other documents received by it in accordance with this Agreement and
believed by it to be genuine and correct and to have been signed or sent by the
proper person.
6.4 Substitution of Escrow Agent. If for any reason the Escrow Agent is
unable to serve hereunder, a successor shall be appointed by mutual agreement of
the Shareholders and the Purchaser.
6.5 Modification. This Agreement is the only agreement binding on the
Escrow Agent relating to the deposit of shares and the deposit of the purchase
funds, and the Escrow Agent may rely absolutely on this Agreement to the
exclusion of any and all other agreements between the Purchaser and the
Shareholders.
7. Compensation of Escrow Agent. The Escrow Agent shall be paid by
Purchaser the amount of Two Hundred and Twenty-Five Dollars ($225.00) per hour
for his service within thirty (30) days of rendering an invoice to Purchaser.
8. Miscellaneous. It is further agreed as follows:
8.1 Time. Time is of the essence of this Agreement.
8.2 Notice. All notices or communications required or permitted under this
Agreement shall be in writing and shall be deemed duly given if in writing and
delivered personally, or sent by reliable overnight delivery service, each
method with written receipt or other evidence of delivery requested, to the
following addresses (or such other addresses as may be designated in writing):
(a) if to the Shareholders: To each at the address in the records of Telos
Corporation.
(b) if to the Purchaser: Telos Corporation
00000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
(c) if to Escrow Agent: Xxxx X. Xxxxxx, Escrow Agent
Xxxx X. Xxxxxx, P.L.C.
0000 Xxxxx Xxxxxxx Xx. #000
Xxxxxxxxxx, XX 00000
The date of such notice shall be the date it is received by Purchaser,
Shareholders or Escrow Agent, as the case may be.
8.3 Binding Effect. This Agreement shall be binding on, and inure to the
benefit of, the parties and their respective heirs, personal representatives,
successors and permitted assigns.
8.4 Governing Law. This Agreement is made pursuant to and shall be governed
, construed and enforced in all respects and for all purposes by and in
accordance with the laws of the Commonwealth of Virginia.
8.5 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same document.
IN WITNESS WHEREOF, this Agreement has been executed and delivered on the
date written above.
ATTEST: PURCHASER:
/s/ Xxxxxx X. Xxxxxxx
Telos Corporation
By:/s/ Xxxxxxx X.X. Xxxxxxxx
Name:Xxxxxxx X.X. Xxxxxxxx
Title:Vice President & General Counsel
Receipt of these instructions is acknowledged and accepted this 20th day of
November, 1998.
ATTEST: ESCROW AGENT:
/s/ Xxxxx Xxxxxxx
By: /s/ Xxxx X. Xxxxxx
Name:_________________________________
Title:________________________________
