ContractTermination of Administrative Services Agreement • August 18th, 2010 • Wexford Capital Lp • Laboratory analytical instruments • Delaware
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • August 18th, 2010 • Wexford Capital Lp • Laboratory analytical instruments • Delaware
This Warrant Cancellation Agreement (this "Agreement") dated as of August 16, 2010 is entered into by and between Valentis SB L.P. ("Holder") and ICx Technologies, Inc., a Delaware corporation (the “Company”). Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among FLIR Systems, Inc., an Oregon corporation ("Parent"), and Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the Company, pursuant to which Merger Sub shall merge with and into the Company with the Company as the surviving corporation (the "Merger"). Capitalized terms used and not defined herein have the meanings ascribed to them in the Merger Agreement.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 18th, 2010 • Wexford Capital Lp • Laboratory analytical instruments • Delaware
TENDER AND SUPPORT AGREEMENT (this "Agreement") dated as of August 16, 2010 by and among FLIR Systems, Inc., an Oregon corporation ("Parent"), Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and each stockholder listed on Annex I (each, a "Stockholder" and collectively, the "Stockholders"), each an owner of Shares of ICx Technologies, Inc., a Delaware corporation (the "Company").
