STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
The O’Gara Group, Inc., an Ohio corporation with registered office in 7870 East Kemper Road 460 — Cincinnati, Ohio 45249, USA, represented by its CEO Mr. Wilfred T. O’Gara (“TOG”)
STOCK PURCHASE AGREEMENT BY AND AMONG OMNITECH PARTNERS, INC. OPTICAL SYSTEMS TECHNOLOGY, INC., KEYSTONE APPLIED TECHNOLOGIES, INC., PAUL F. MAXIN, EUGENE J. POCHAPSKY AND THE O’GARA GROUP, INC. dated as of January 10, 2008Stock Purchase Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
This Stock Purchase Agreement (“Agreement”) is made and entered into as of January 10, 2008, by and among The O’Gara Group, Inc., an Ohio corporation (“TOG”), OmniTech Partners, Inc., a Pennsylvania corporation (“OMNI”), Optical Systems Technology, Inc., a Pennsylvania corporation (“OSTI”), Keystone Applied Technologies, Inc., a Pennsylvania corporation (“Keystone”; OMNI, OSTI and Keystone are each referred to herein as an “Acquired Company” and together as the “Acquired Companies”), and Paul F. Maxin, a resident of Pennsylvania (“Maxin”), and Eugene J. Pochapsky, a resident of Pennsylvania (“Pochapsky”; Maxin and Pochapsky are each referred to herein as a “Seller” and together as the “Sellers”).
LICENSE AGREEMENT (As amended through 10/26/2007)License Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
THIS AGREEMENT entered into as of the 28th day of August 1995 by and between NIGHT VISION CORPORATION, a corporation of the state of Illinois, having its office and place of business at 7301 N. Lincoln Avenue, Suite 180, Lincolnwood, Illinois 60646 (hereinafter called NVC), and SPECIALIZED TECHNICAL SERVICES, INC., a corporation of the state of Ohio, having its office and place of business at 4032 Linden Avenue, Dayton, Ohio 45432 (hereinafter called STS);
ContractOption Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses
OPTION AGREEMENT (the “Agreement”) dated as of January 14, 2008, granted by Mr. Enrique Homero Herrera-Martínez (“Mr. Herrera”), a Mexican national, and Mrs. Maria de Lourdes Suárez-Peña (“Mrs. Suárez”), also a Mexican national, both acting on their own behalf, as grantors (Mr. Herrera and Mrs. Suárez each, a “Grantor” and, collectively, the “Grantors”), in favor of The O’Gara Group, Inc. (“TOG”), as buyer, herein represented by its Chief Executive Officer, Mr. Wilfred Theel O’Gara, pursuant to the following representations and sections:
SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among THE O’GARA GROUP, INC. and THE SHAREHOLDERS OF THE O’GARA GROUP, INC. DATED AS OF: JULY 14, 2006Shareholder Agreements • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of July 14, 2006 (this “Agreement”) is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P. a Delaware limited partnership (“WIP”), WALNUT PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“WPEF”) (WIP and WPEF collectively, “Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), MARK J. HAUSER (“Hauser”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), WILLIAM J. MOTTO (“Motto”), PMR, LLC, a Vermont limited liability company (“PMR”), THE THOMAS M. O’GARA FAMILY TRUST (“T. O’Gara”), WILFRED T. O’GARA (“W. O’Gara”), MICHAEL J. LENNON (“Lennon”), KURT M. CAMPBELL (“Campbell”) and the other shareholders of the Company listed on the signature pages hereof. Capitalized terms used herein but not otherwise defined shall have the meanings respectively ascribed thereto in the Recapitalization Agreement (as hereinafter defined).
INVESTMENT AGREEMENT effective as of December 17, 2007 among THE O’GARA GROUP, INC., WALNUT INVESTMENT PARTNERS, L.P., WALNUT HOLDINGS O’GARA LLC, HAUSER 43, LLC, MARK J. HAUSER, MARGIE HAUSER, PMR, LLC, BULLIMORE LIMITED, WILFRED T. O’GARA, KURT M....Investment Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS INVESTMENT AGREEMENT (“Agreement”) effective as of the 17th day of December 2007 is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), MARK J. HAUSER (“MH”), MARGIE HAUSER (“M. Hauser”) (Hauser LLC, MH and M. Hauser collectively, “Hauser”), PMR, LLC, a Vermont limited liability company (“PMR”), THE BULLIMORE LIMITED (“Bullimore”), WILFRED T. O’GARA (“W. O’Gara”), WILLIAM J. MOTTO (“Motto”), RICHARD T. HOLMAN-VLCEK (“Holman-Vlcek”), BRETT T. BEAMAN (“Beaman”) and KURT M. CAMPBELL (“Campbell”) (Walnut, WHO, Hauser, PMR, Bullimore, W. O’Gara, Motto, Holman-Vocek, Beaman and Campbell collectively, the “Investors”; individually, an “Investor”).
FOUNDERS’ BONUS PLANFounders’ Bonus Plan Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
This Founders’ Bonus Plan Agreement (“Agreement”), dated as of September 18, 2006, sets forth the terms and conditions by which The O’Gara Group, Inc. (“TOG”) shall reward Thomas M. O’Gara, Wilfred T. O’Gara and Michael J. Lennon (collectively, the “Founders”), as the founding management and shareholders of TOG, for the successful growth of TOG through acquisitions.
INVESTMENT AND RECAPITALIZATION AGREEMENT dated as of July 14, 2006 among THE O’GARA GROUP, INC., WALNUT INVESTMENT PARTNERS, L.P., WALNUT PRIVATE EQUITY FUND, L.P., WALNUT HOLDINGS O’GARA LLC, HAUSER 43, LLC, PMR, LLC, THE THOMAS M. O’GARA FAMILY...Investment and Recapitalization Agreement • October 20th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS INVESTMENT AND RECAPITALIZATION AGREEMENT (“Agreement”) dated as of the 14th day of July 2006 is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“WIP”), WALNUT PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“WPEF”) (WIP and WPEF collectively, “Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), PMR, LLC, a Vermont limited liability company (“PMR”), THE THOMAS M. O’GARA FAMILY TRUST (“T. O’Gara”) and KURT M. CAMPBELL (“Campbell”) (Walnut, WHO, Hauser LLC, PMR, T. O’Gara and Campbell collectively, the “Investors”; individually, an “Investor”).
