EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 9th, 2000 • Paravant Inc • Electronic computers • Florida
LEASE AGREEMENTLease Agreement • February 8th, 2000 • Paravant Inc • Electronic computers
WITNESSETH:Non-Qualified Stock Option Agreement • September 3rd, 1998 • Paravant Computer Systems Inc /Fl/ • Electronic computers • Florida
LEASE AGREEMENT THIS INDENTURE OF LEASE MADE THIS 1st DAY OF September, 1996 WITNESSETH: That CALIFORNIA MICROWAVE, INC. First Party, (hereinafter called the 'Landlord'), does hereby demise and lease PARAVANT COMPUTER SYSTEMS, INC. Second Party,...Lease Agreement • December 27th, 1996 • Paravant Computer Systems Inc /Fl/ • Electronic computers
EXHIBIT 4.4 PARAVANT COMPUTER SYSTEMS, INC. Incentive Stock Option Agreement Agreement made this ___________________________day of ______________, between PARAVANT COMPUTER SYSTEMS, INC., a Corporation (the "Company" or "PCS") and...Incentive Stock Option Agreement • September 3rd, 1998 • Paravant Computer Systems Inc /Fl/ • Electronic computers • Florida
Exhibit 10.58 SEPARATION AGREEMENT This Separation Agreement ("Agreement") is made and entered into as of March 27, 2000, by and between Paravant Inc., a Florida corporation (the "Company") and Kevin J. Bartczak ("Bartczak").Separation Agreement • May 12th, 2000 • Paravant Inc • Electronic computers • Florida
ARTICLE I DEFINITIONSCredit Agreement • November 1st, 2002 • Paravant Inc • Electronic computers • New York
EXHIBIT 10.41 NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT (this "Agreement"), is made as of the 1st day of October, 1998, by and between PARAVANT COMPUTER SYSTEMS, INC., a Florida corporation (hereinafter referred to as the "Purchaser"),...Non-Competition Agreement • December 23rd, 1998 • Paravant Inc • Electronic computers • Florida
by and amongAgreement and Plan of Merger • October 28th, 2002 • Paravant Inc • Electronic computers • Florida
Exhibit 10.32 PARAVANT COMPUTER SYSTEMS, INC. NONEMPLOYEE DIRECTOR AGREEMENT GRANTING SPECIAL STOCK OPTION This Nonemployee Director Agreement Granting Special Stock Option (this "Agreement") evidences and sets forth the terms of the special stock...Paravant Computer Systems Inc /Fl/ • August 14th, 1998 • Electronic computers
EXHIBIT 10.47 EMPLOYMENT AGREEMENT This AGREEMENT is made and entered into as of the 1st day of January 1999, by and between PARAVANT INC., a Florida corporation (the "Company") and RICHARD P. McNEIGHT, (the "Employee"). WHEREAS, the Company desires...Employment Agreement • August 10th, 1999 • Paravant Inc • Electronic computers
AMONG PARAVANT INC. AND JAY PERRY AND LAWRENCE J. SCALLYStock Purchase Agreement • July 17th, 2000 • Paravant Inc • Electronic computers • New Jersey
PARAVANT INC.Settlement Agreement and Release • May 10th, 1999 • Paravant Inc • Electronic computers • Florida
EMPLOYMENT AGREEMENT This AGREEMENT is made and entered into as of the 15th day of September, 1997, by and between PARAVANT COMPUTER SYSTEMS, INC., a Florida corporation (the "Company") and KEVIN J. BARTCZAK, (the "Employee"). WHEREAS, the Company...Employment Agreement • October 20th, 1997 • Paravant Computer Systems Inc /Fl/ • Electronic computers
ARTICLE I TENDER AGREEMENT AND IRREVOCABLE PROXYExecution • November 1st, 2002 • Paravant Inc • Electronic computers • Delaware
ARTICLE I TENDER AGREEMENT AND IRREVOCABLE PROXYTender and Voting Agreement • October 28th, 2002 • Paravant Inc • Electronic computers • Delaware
EXHIBIT 10.38 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of October 1, 1998, by and between Paravant Computer Systems, Inc., a Florida corporation (the "Company"), and Edward W. Stefanko (the "Employee"). The parties hereto, in...Employment Agreement • December 23rd, 1998 • Paravant Inc • Electronic computers • Ohio
PARAVANT COMPUTER SYSTEMS, INC. Agreement Relating to Stock Option Which Is Not an "Incentive Option" Pursuant to the Nonemployee Directors' Stock Option Plan Option granted in Melbourne, Florida, as of (hereinafter referred to as the "Date of Grant")...Paravant Computer Systems Inc /Fl/ • September 3rd, 1998 • Electronic computers
EMPLOYMENT AGREEMENT This AGREEMENT is made and entered into as of the 15th day of September, 1997, by and between PARAVANT COMPUTER SYSTEMS, INC., a Florida corporation (the "Company") and RICHARD P. McNEIGHT, (the "Employee"). WHEREAS, the Company...Employment Agreement • October 20th, 1997 • Paravant Computer Systems Inc /Fl/ • Electronic computers
EXHIBIT 2.1 ACQUISITION AGREEMENTEmployment Agreement • April 29th, 1998 • Paravant Computer Systems Inc /Fl/ • Electronic computers • Florida
Exhibit 10.57 AMENDMENT TO EMPLOYMENT AGREEMENT To: Edward W. Stefanko President and CEO of EDL From: Krishan J. Joshi Chairman and CEO of Paravant Inc. Reference: Our negotiation this date of your resignation Date: January 14, 2000 Your resignation...Employment Agreement • May 12th, 2000 • Paravant Inc • Electronic computers
SECURITY AGREEMENT ALL PERSONAL PROPERTY AND FIXTURES BORROWER GRANTOR This Agreement is executed and delivered at Dayton, Ohio as of this 20th day of November, 1996 by Paravant Computer Systems, Inc ('Grantor'), whose mailing address is 780 S Apollo...Security Agreement • December 27th, 1996 • Paravant Computer Systems Inc /Fl/ • Electronic computers
ARTICLE I TENDER AGREEMENT AND IRREVOCABLE PROXYShareholder Tender and Voting Agreement • November 1st, 2002 • Paravant Inc • Electronic computers • Delaware
EXHIBIT 2.1Employment Agreement • October 23rd, 1998 • Paravant Computer Systems Inc /Fl/ • Electronic computers • Florida
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF PARAVANT INC. BYMerger Agreement • October 28th, 2002 • Paravant Inc • Electronic computers
Exhibit (e)(10) March 6,2002 EMPLOYMENT AGREEMENT This AGREEMENT is made and entered into as of the 20th day of March, 2002, by and between PARAVANT, INC., a Florida corporation (the "Company") and RICHARD P. McNEIGHT, (the "Employee"). WHEREAS, the...Employment Agreement • October 28th, 2002 • Paravant Inc • Electronic computers
CONFIDENTIALITY AGREEMENT First Union Securities, Inc. (dba) Wachovia Securities 301 South College Street Charlotte, North Carolina 28288-0745 Ladies and Gentlemen: You have advised us that you are acting on behalf of Paravant Inc. (together with its...Confidentiality Agreement • October 28th, 2002 • Paravant Inc • Electronic computers • Florida
This letter will confirm our agreement with you and Paravant to retain in strict confidence all information (whether oral or written) conveyed to us by Paravant, its agents, or you regarding the Company (collectively, the "Information"), unless such Information is publicly available, we can clearly establish that such Information was known to us, without any direct or indirect obligation of confidentiality, prior to your disclosure, or such Information is or becomes available to us on a nonconfidential basis from a source other than you, Paravant, or its agents, provided that such other source is not bound by a confidentiality agreement with you or Paravant. We will use such Information only in connection with our consideration of whether to enter into the Transaction and will not otherwise use it in our business or disclose it to others, except that we shall have the right to communicate the Information to such of our directors, officers, advisors, employees, and affiliates (if any) w
EXHIBIT 4.5 PARAVANT COMPUTER SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT For the Purchase of 45,000 shares This certifies that, for value received, The Equity Group Inc. (the "Holder") is entitled, subject to the terms and conditions hereinafter set...Paravant Inc • July 12th, 1999 • Electronic computers
EXHIBIT 10.47 MUTUAL COMMITMENT TO BUILD AND TO LEASE This Mutual Commitment to Build and to Sub-Lease is executed this 5th day of June, 1998, between Engineering Development Laboratories, Inc. (EDL), an Ohio for profit corporation; UES, Inc. (UES),...Paravant Inc • December 23rd, 1998 • Electronic computers
EXHIBIT 10.48 MUTUAL COMMITMENT TO BUILD AND TO LEASE This Mutual Commitment to Build and to Sub-Lease is executed this 5th day of June, 1998, between Signal Technology Laboratories, Inc. (STL), an Ohio for profit corporation; UES, Inc. (UES), an Ohio...Paravant Inc • December 23rd, 1998 • Electronic computers
October 31, 2002Paravant Inc • November 6th, 2002 • Electronic computers
PARAVANT LOGO] October 28, 2002 Dear Fellow Shareholders: We are pleased to inform you that on October 23, 2002, Paravant Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with DRS Technologies, Inc. ("Parent")...Paravant Inc • October 28th, 2002 • Electronic computers
We are pleased to inform you that on October 23, 2002, Paravant Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with DRS Technologies, Inc. ("Parent") and Prince Merger Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), providing for the acquisition of the Company.
November 4, 2002Paravant Inc • November 6th, 2002 • Electronic computers
As you know, Paravant Inc. (the "Company") has entered into an Agreement and Plan of Merger, dated as of October 23, 2002 (the "Merger Agreement"), by and among the Company, DRS Technologies, Inc., a Delaware corporation ("DRS"), and Prince Merger Corporation, a Florida corporation and a wholly owned subsidiary of DRS ("Purchaser"), pursuant to which Purchaser has made an offer to purchase (the "Offer"), all of the outstanding shares of the Company's common stock, par value $0.015 per share (the "Common Stock"), for $4.75 per share. After the expiration of the Offer, subject to the satisfaction or waiver of certain conditions, Purchaser will be merged into the Company and all the then-outstanding shares of Common Stock will automatically be converted into the right to receive $4.75 per share in cash. After the merger, the Company will become a wholly owned subsidiary of DRS.
EXHIBIT 10.54 PARAVANT INC.Agreement Granting Special Stock Option • December 21st, 1999 • Paravant Inc • Electronic computers
EXHIBIT 10.43 SUBORDINATED NOTEParavant Inc • December 23rd, 1998 • Electronic computers
