The Gores Group, LLCGores Patriot Holdings, Inc. • August 14th, 2007 • Search, detection, navagation, guidance, aeronautical sys
In order to allow the undersigned Recipient (the “Recipient”) to evaluate a possible investment (the “Proposed Investment”) we have and will deliver to Recipient, upon Recipient’s execution and delivery to Potomac Key Group, LLC (“Potomac Key Group”) of this Letter Agreement, certain information about the proposed properties and operations of the Company and any potential acquisition target described in the “teaser” attached hereto as Exhibit A (“Target”). All information about the Target furnished, directly or indirectly, by Potomac Key Group or our Representatives (as defined below), whether furnished before or after the date hereof, whether oral, written, recorded or on electronic media and regardless of the manner in which it is furnished, is referred to in this Letter Agreement as “Proprietary Information”. Proprietary Information also includes all information regarding the Proposed Investment, including the fact of the Proposed Investment, as well as all information regarding the
GUARANTYGores Patriot Holdings, Inc. • August 14th, 2007 • Search, detection, navagation, guidance, aeronautical sys • Nevada
TENDER AND VOTING AGREEMENTTender and Voting Agreement • August 14th, 2007 • Gores Patriot Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • Nevada
THIS TENDER AND VOTING AGREEMENT (“Voting Agreement”) is entered into as of August 6, 2007, by and among: Gores Patriot Holdings, Inc., a Delaware corporation (“Purchaser”), and Patriot Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”); and [ ] (“Stockholder”).
AGREEMENT AND PLAN OF MERGER by and among COMPUDYNE CORPORATION, GORES PATRIOT HOLDINGS, INC. and PATRIOT ACQUISITION CORP. Dated as of August 6, 2007Agreement and Plan of Merger • August 14th, 2007 • Gores Patriot Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • Nevada
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 6, 2007, by and among CompuDyne Corporation, a Nevada corporation (the “Company”), Gores Patriot Holdings, Inc., a Delaware corporation (“Purchaser”), and Patriot Acquisition Corp., a Nevada corporation, and wholly owned subsidiary of Purchaser (“Merger Sub”). Capitalized terms used herein have the definitions indicated in Section 9.6.
