Leonardo DRS, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 9th, 2021 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
Leonardo US Holding Inc. (the "Selling Stockholder"), as a stockholder of Leonardo DRS, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate of shares (the "Firm Shares") and, at the election of the Underwriters, up to additional shares (the "Optional Shares"), of common stock, par value $0.01 per share ("Stock"), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares".
CREDIT AGREEMENT Dated as of November 29, 2022 among LEONARDO DRS, INC., as the Borrower, CERTAIN SUBSIDIARIES OF LEONARDO DRS, INC. as Guarantors BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A.,...Credit Agreement • November 29th, 2022 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
This CREDIT AGREEMENT (“Agreement”) dated as of November 29, 2022, is entered into by and among LEONARDO DRS, INC., a Delaware corporation (“the Borrower”), certain subsidiaries of the Borrower, as Guarantors, the Lenders party hereto from time to time, BANK OF AMERICA, N.A. (“Bank of America”) as Administrative Agent and Swing Line Lender, Bank of America, as L/C Issuer, JPMORGAN CHASE BANK, N.A., MUFG BANK, LTD., U.S. BANK NATIONAL ASSOCIATION and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as syndication agents (in such capacity, each a “Syndication Agent”) and as lead arrangers (in such capacity, each an “Arranger”) and bookrunners, and PNC BANK, NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION, BNP PARIBAS, FIFTH THIRD BANK, NATIONAL ASSOCIATION and REGIONS BANK, as documentation agents (in such capacity, each a “Documentation Agent”).
REGISTRATION RIGHTS AGREEMENT AMONG LEONARDO DRS, INC., LEONARDO S.P.A. AND LEONARDO US HOLDING, LLC DATED AS OF NOVEMBER 28, 2022Registration Rights Agreement • November 28th, 2022 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
This Registration Rights Agreement, dated as of November 28, 2022 (this “Agreement”), is between Leonardo DRS Inc., a Delaware corporation (the “Company”), Leonardo S.p.A., a società per azioni formed under the laws of Italy (“Leonardo S.p.A.”), and Leonardo US Holding LLC, a Delaware limited liability company (“US Holding”).
AGREEMENT AND PLAN OF MERGER Among RADA ELECTRONIC INDUSTRIES LTD., LEONARDO DRS, INC. and BLACKSTART LTD Dated as of June 21, 2022Agreement and Plan of Merger • June 21st, 2022 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 21, 2022, is entered into by and among RADA Electronic Industries Ltd., a company organized under the laws of the State of Israel (the “Company”), Leonardo DRS, Inc., a Delaware corporation (“Parent”), and Blackstart Ltd, a company organized under the laws of the State of Israel and a wholly-owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
COOPERATION AGREEMENT AMONG LEONARDO DRS, INC., LEONARDO S.P.A. AND LEONARDO US HOLDING, LLC DATED AS OF NOVEMBER 28, 2022Cooperation Agreement • November 28th, 2022 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
This Cooperation Agreement, dated as of November 28, 2022 (this “Agreement”) is among Leonardo DRS, Inc., a Delaware corporation (the “Company”), Leonardo S.p.A., a società per azioni formed under the laws of Italy (“Leonardo S.p.A.”), and Leonardo US Holding LLC, a Delaware limited liability company (“US Holding”) (each a “Party” and, collectively, the “Parties”).
Re: New Employment AgreementLeonardo DRS, Inc. • November 28th, 2022 • Search, detection, navagation, guidance, aeronautical sys • Virginia
This letter sets forth the terms of your continued employment as Chairman and Chief Executive Officer of Leonardo DRS, Inc. (the “Company”). Should you accept this offer, this signed letter shall constitute your employment agreement with the Company (the “Agreement”) and will be effective upon close of the merger contemplated in the Agreement and Plan of Merger by and among RADA Electronic Industries Ltd., the Company and Blackstart Ltd., dated as of June 21, 2022 (the “Effective Date”).
Leonardo DRS, Inc. Common Stock Form of Underwriting AgreementLeonardo DRS, Inc. • November 15th, 2023 • Search, detection, navagation, guidance, aeronautical sys
Leonardo US Holding, LLC (the "Selling Stockholder[s]"), as a stockholder of Leonardo DRS, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to [[Name of Underwriter]/[the Underwriter[s] named in Schedule I hereto] (the "Underwriter[s]") an aggregate of [Number of Shares] shares (the "Firm Shares") and, at the election of the Underwriter[s], up to [Number of Shares] additional shares (the "Optional Shares") of common stock, par value $0.01 per share ("Stock"), of the Company. The Firm Shares and the Optional Shares that the Underwriter[s] elect to purchase pursuant to Section 2 hereof are herein collectively called the "Shares".
TRADEMARK AND TRADENAME LICENSE AGREEMENT betweenLEONARDO S.p.a.andLEONARDO DRS, INC.Trademark and Tradename License Agreement • June 11th, 2021 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
LEONARDO S.p.a., a company incorporated under the laws of Italy as a Società per Azioni (hereinafter referred to as “Leonardo” or as "LICENSOR"),
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2021 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This INDEMNIFICATION AGREEMENT is made this [l]th day of March, 2021 (“Agreement”), by and between Leonardo DRS, Inc., a Delaware corporation (the “Company”) and _______________ (“Indemnitee”).
AMENDED AND RESTATED PROXY AGREEMENT LEONARDO DRS, INC.Proxy Agreement • March 9th, 2021 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Proxy Agreement (“Agreement”), amended and restated as of the Effective Date (as defined below), is by and among Leonardo DRS, Inc. (“DRS”) a Delaware corporation (the “Company”); the individual Proxy Holders who are signatories hereto; Leonardo US Holding, Inc., a Delaware corporation (“Leonardo US”); Leonardo – Società per azioni, an Italian società per azioni (“Leonardo”); and the U.S. Department of Defense (the “DoD”), all of the above collectively “the Parties.”
First Amendment to Tax Allocation AgreementTax Allocation Agreement • August 3rd, 2022 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys
Whereas Leonardo US Holding, Inc. (“Parent”), Leonardo DRS, Inc. (“DRS”), and Leonardo US Aircraft, Inc. (collectively the “Parties”) entered into a Tax Allocation Agreement dated November 16, 2020 (the “Agreement”);
TAX ALLOCATION AGREEMENTTax Allocation Agreement • February 26th, 2021 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
Agreement dated as of November 16, 2020, and effective as of the first day of the consolidated return year beginning October 14, 2008, by and among Leonardo US Holding, Inc. (“Parent”), Leonardo DRS, Inc. (“DRS”) and each of the undersigned:
BRIDGE CREDIT AND GUARANTY AGREEMENT dated as of , 2021 among LEONARDO DRS, INC., as Borrower CERTAIN SUBSIDIARIES OF LEONARDO DRS, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS BANK USA, BOFA SECURITIES, INC. , JPMORGAN CHASE BANK, N.A.,...Bridge Credit and Guaranty Agreement • March 15th, 2021 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
This BRIDGE CREDIT AND GUARANTY AGREEMENT, dated as of ___________, is entered into by and among LEONARDO DRS, INC., a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”) and JPMorgan Chase Bank, N.A., as Syndication Agents (in such capacity, the “Syndication Agents”), Goldman Sachs, as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), Goldman Sachs, BofA Securities, Inc., JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citibank, N.A., London Branch, Credit Suisse Loan Funding LLC, and Morgan Stanley Senior Funding, Inc., as Lead Arrangers (in such capacity, “Arrangers”) and Bookrunners; and Barclays Bank PLC, Citibank, N.A., London Branch, Credit Suisse Loan Funding LLC and Morgan Stanley Senior Funding, Inc., as Documentation Agent (in such capacity, “Documentation Agents”).
SECOND AMENDMENT TO TAX ALLOCATION AGREEMENTTax Allocation Agreement • August 3rd, 2022 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys
Whereas Leonardo US Holding, Inc. (“Parent”), Leonardo DRS, Inc. (“DRS”), and Leonardo US Aircraft, Inc. (collectively the “Parties”) entered into a Tax Allocation Agreement dated November 16, 2020 (the “Agreement”);
STOCK PURCHASE AGREEMENT DATED AS OF MARCH 21, 2022 by and among SES GOVERNMENT SOLUTIONS, INC. (a Delaware corporation) as Buyer, SES S.A. as Buyer Guarantor, DRS DEFENSE SOLUTIONS, LLC (a Delaware limited liability company) as Seller, DRS GLOBAL...Stock Purchase Agreement • May 16th, 2022 • Leonardo DRS, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
Re: Certain Waivers to and Amendments of the Agreement and Plan of MergerLeonardo DRS, Inc. • September 2nd, 2022 • Search, detection, navagation, guidance, aeronautical sys
Reference is made to (i) that certain Agreement and Plan of Merger dated as of June 21, 2022, by and among RADA Electronic Industries Ltd. (the “Company”), Leonardo DRS, Inc. (“Parent”), and Blackstart Ltd (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”) (the “Merger Agreement”) and (ii) that certain waiver letter dated as of July 21, 2022, by and among the Company, Parent and Merger Sub. Capitalized terms used and not expressly defined herein shall have the respective meanings assigned to them in the Merger Agreement.
