AGREEMENT FOR THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF PARAGON AUDIO VISUAL LIMITED FRERE CHOLMELEY BISCHOFF 4 John Carpenter Street London EC4Y 0NH Tel: 0171-615 8000 Fax: 0171-615 8080 Internet: mail@freres.com Ref: NSPB/LKH INDEXAcquisition Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
ESCROW AGREEMENTEscrow Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
Exhibit 2iF ATTACHMENT F-1 [Paragon Investment Letter] Optelecom, Inc. 9300 Gaither Road Gaithersburg, Maryland 20877 Attention: Edmund D. Ludwig, President Dear Sirs: Paragon Audio Visual Limited, a United Kingdom company (the "Company"), and the...Investment Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
Exhibit 2iC ATTACHMENT C LICENSE AGREEMENT AGREEMENT made by and between Optelecom, Inc., a Delaware corporation ("Licensor"), and Paragon Audio Visual Limited, a United Kingdom company ("Licensee"). WHEREAS, Licensor desires to grant to Licensee, and...License Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
AGREEMENTShareholder Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
Exhibit 2iE ATTACHMENT E EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") by and between Optelecom, Inc., a Delaware corporation ("the Company"), and the person identified on the signature page of this Agreement as the Employee (the...Employment Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
December 16, 1997 Optelecom, Inc. 9300 Gaither Road Gaithersburg, Maryland 20877 Dear Sirs: We are writing with respect to an Escrow Agreement dated December 12, 1997 which has been executed by you and by certain other persons and which contemplated...Escrow Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
We are writing with respect to an Escrow Agreement dated December 12, 1997 which has been executed by you and by certain other persons and which contemplated that Franklin National Bank would serve as the Escrow Agent. The other persons who have executed the Escrow Agreement, all of whom are represented by this firm, have requested that Walker Martineau be substituted for Franklin National Bank as the Escrow Agent. Walker Martineau agrees to serve as Escrow Agent pursuant to the terms of the Escrow Agreement. If you agree to the substitution, please direct the UKL443,902 to be deposited under the Escrow Agreement by wire to:
Exhibit 2iA ASSET ACQUISITION AGREEMENT AGREEMENT made by and between Optelecom, Inc., a Delaware corporation ("Purchaser"), and Paragon Audio Visual Limited, a United Kingdom company ("Seller"). WHEREAS, Purchaser desires to acquire from Seller, and...Asset Acquisition Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment • Maryland
DEPOSIT AGREEMENT AGREEMENT made by and among Optelecom, Inc., a Delaware corporation ("Optelecom"), Paragon Audio Visual Limited, a United Kingdom company ("Paragon"), and David A. Brown, Mark D. Brown, Andrew S. Brown and Darren N. Brown...Deposit Agreement • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
Exhibit 2iI Override Agreement / Early Retirement and Outside Interests An Agreement made by and between Optelecom Inc., a Delaware Corporation ("Optelecom"), Paragon Audio Visual Limited, a United Kingdom company ("Paragon"), David Brown, Mark Brown,...Override Agreement / Early Retirement and Outside Interests • December 23rd, 1997 • Optelecom Inc • Radio & tv broadcasting & communications equipment
