AGREEMENT AND PLAN OF MERGER by and among COMTECH TELECOMMUNICATIONS CORP., TYPHOON ACQUISITION CORP. andMerger Agreement • November 23rd, 2015 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 22, 2015, is made by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp., a Maryland corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and TeleCommunication Systems, Inc., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.
TENDER AND SUPPORT AGREEMENT by and among comtech telecommunications corp. Typhoon acquisition Corp, telecommunication systems, inc. and Jon B. Kutler dated as ofTender and Support Agreement • November 23rd, 2015 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This Tender and Support Agreement (this “Agreement”), dated as of November 22, 2015 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and Jon B. Kutler (the “Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDMENT To Employment agreementEmployment Agreement • November 23rd, 2015 • Telecommunication Systems Inc /Fa/ • Services-prepackaged software • Maryland
This Amendment to Employment Agreement (this “Amendment”) is entered into as of the 22nd day of November, 2015, by and between TeleCommunication Systems, Inc. (the “Company”) and Maurice B. Tosé (“Executive”).
