TELECOMMUNICATIONS SYSTEMS, INC.Confidentiality and Non-Disclosure Agreement • December 7th, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York
In connection with your consideration of a possible transaction (a “Transaction”) with TeleCommunication Systems, Inc. or one or more of its subsidiaries (collectively, the “Company”), you have requested certain information concerning the Company. As a condition to your being furnished such information, we are requiring you to agree, as set forth in this letter agreement, to treat confidentially such information and any other information, whether oral, written, electronic or otherwise, that the Company or its agents or representatives (including attorneys and financial advisors) furnishes to you (in such capacity, the “Recipient”) or your directors, officers, employees, agents, advisors, prospective bank or institutional lenders or representatives (all of the foregoing are collectively referred to herein as the “Representatives” or the “Recipient’s Representatives”), whether furnished before or after the date of this letter agreement, and all reports, analyses, compilations, studies, r
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, JANUARY 5, 2016, UNLESS THE OFFER IS EXTENDED. Offer to Purchase Agreement • December 7th, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment
Typhoon Acquisition Corp., a Maryland corporation (“Purchaser”) and a direct, wholly owned subsidiary of Comtech Telecommunications Corp., a Delaware corporation (“Comtech”), hereby offers to purchase all the issued and outstanding shares of Class A common stock, par value $0.01 per share (the “Class A Shares”), and Class B common stock, par value $0.01 per share (the “Class B Shares”, together with the Class A Shares, the “Shares”), of TeleCommunication Systems, Inc., a Maryland corporation (“TCS”), at a price of $5.00 per share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
TEAMING AGREEMENTTeaming Agreement • December 7th, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York
THIS AGREEMENT, made and entered into this 25th day of March, 2010 between Comtech Systems Inc, (“CSI”), a Delaware Corporation, with its principal office in Orlando, Florida and Telecommunication Systems, Inc. (“TCS”) with its principal offices in Annapolis, Maryland
NON-EXCLUSIVE TEAMING AGREEMENTTeaming Agreement • December 7th, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Maryland
This agreement (the “Agreement”) is made as of the 18th day of May, 2011, between TeleCommunication Systems, Inc. (“Prime Contractor”), a Maryland corporation, with headquarters at 275 West Street, Suite 400, Annapolis, Maryland 21401 and Comtech Systems, Inc a Delaware corporation, (DUNS Number 791441173) with its principal place of business located at 2900 Titan Row, Suite 142, Orlando, FI 32809 (“Subcontractor”).
TCS TEAMING AGREEMENTTeaming Agreement • December 7th, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Maryland
This agreement (the “Agreement”) is made as of the 9th day of April 2013, between TeleCommunication Systems, Inc. (“Prime Contractor”), a Maryland corporation, with headquarters at 275 West Street, Suite 400, Annapolis, Maryland 21401 and Comtech Systems, Inc a Delaware corporation, (DUNS Number 791441173) with its principal place of business located at 2900 Titan Row, Suite 142, Orlando, Fl 32809 (“Subcontractor”).
