TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 16th, 2010 • Icx Technologies Inc • 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”).
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • August 16th, 2010 • Icx Technologies Inc • 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.
TERMINATION OF ADMINISTRATIVE SERVICES AGREEMENTTermination of Administrative Services Agreement • August 16th, 2010 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
This Termination of Administrative Services Agreement, dated as of August 16, 2010 (this “Agreement”), by and among Buyer, ICx Technologies, Inc., a Delaware corporation (the “Company”), and Wexford Capital LP, a Delaware limited partnership that is a successor by merger to Wexford Capital LLC, Connecticut limited liability company (“Wexford”)
AGREEMENT AND PLAN OF MERGER by and among FLIR SYSTEMS, INC. INDICATOR MERGER SUB, INC. and ICX TECHNOLOGIES, INC. August 16, 2010Merger Agreement • August 16th, 2010 • Icx Technologies Inc • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2010 (this “Agreement”), by and among ICx Technologies, Inc., a Delaware corporation (the “Company”), FLIR Systems, Inc., an Oregon corporation (“Parent”), and Indicator Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”).
