Cyalume Technologies Holdings, Inc. Sample Contracts

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 21st, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This Share Purchase Agreement (this “Agreement”) is dated as of March 18, 2011, by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule 1 hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

BETWEEN
Underwriting Agreement • November 7th, 2005 • Vector Intersect Security Acquisition Corp. • Blank checks • New York
EMPLOYMENT AGREEMENT
Employment Agreement • August 11th, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This Employment Agreement (the “Agreement”) is made and entered into between Cyalume Technologies, Inc., a Delaware Corporation (the “Company”), and Monte L. Pickens, (the “Employee”).

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • July 7th, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

This Securities Exchange Agreement (this “Agreement”) is dated as of July 7, 2011, between Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”) and Winston J. Churchill (“Holder”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2009 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

AGREEMENT, effective January 23, 2006, by and between Cyalume Technologies, Inc., a Delaware corporation with principal executive offices at 96 Windsor Street, West Springfield, Massachusetts 01089 (the “Company”), and Michael Bielonko, residing at 68 Wilks Pond Road, Berlin, CT 06037 (“Employee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 21st, 2015 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 18, 2015, by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders listed on Schedule I hereto (the “Subscribers”).

Amended and restated EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2012 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into on this 25th day of April, 2012 (the “Effective Date”), by and between Cyalume Technologies, Inc., a Delaware corporation (the “Company”), and Edgar E. Cranor (“Employee”).

Support Agreement
Support Agreement • August 8th, 2017 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

THIS SUPPORT AGREEMENT is entered into as of August 8, 2017 (this “Agreement”), is entered into by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), the undersigned stockholder of the Company (“Stockholder”), and CPS Performance Materials Corp., a Delaware corporation (“Parent”). For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as hereinafter defined).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 29th day of July 2010, by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and Granite Creek FlexCap I, L.P. (the “Investor”).

Contract
Management Agreement • December 1st, 2009 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

THIS MANAGEMENT AGREEMENT, (the “Agreement”) dated as of October 1, 2009 (the “Effective Date”), is hereby executed by Cyalume Technologies Holdings, Inc., a Delaware corporation having its principal place of business at 96 Windsor Street, West Springfield, MA 01089 (the “Company”) and Selway Capital, LLC, a Delaware limited liability corporation having its principal place of business at 74 Grand Avenue, 2nd Floor, Englewood, NJ 07631 (the “Manager”).

STOCK OPTION AGREEMENT
Stock Option Agreement • September 12th, 2012 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

STOCK OPTION AGREEMENT (this “Agreement”), made as of September 10, 2012 and effective as of April 2, 2012, by and between Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and East Shore Ventures, LLC a Florida limited liability company (the “Optionee”).

BETWEEN
Underwriting Agreement • February 15th, 2007 • Vector Intersect Security Acquisition Corp. • Blank checks • New York
EMPLOYMENT AGREEMENT
Employment Agreement • May 1st, 2013 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This Employment Agreement (the “Agreement”) is made and entered into, effective April 29, 2013 (the “Effective Date”), by and between Cyalume Technologies, Inc., a Delaware corporation (the “Company”), and Michael Pellicci (“Employee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 16th, 2012 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This Agreement is made pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Company, Cyalume Technologies Inc., a Delaware corporation and wholly owned subsidiary of the Company, Combat Training Solutions, Inc., a Colorado corporation, and the Investor.

SEPARATION AND RELEASE agreement
Separation and Release Agreement • April 15th, 2014 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Delaware

This SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is entered into as of December 31, 2013 (the “Execution Date”), by and between Cyalume Specialty Products, Inc., a Delaware corporation (the “Company”), and James G. Schleck, an individual residing in the State of New Jersey (the “Employee”), each a “Party,” and collectively, the “Parties.”

UNITS OF
Vector Intersect Security Acquisition Corp. • February 15th, 2007 • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 21st, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 18, 2011, by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • March 30th, 2009 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Massachusetts

This Security and Pledge Agreement (this “Agreement”), dated the 19th day of December, 2008, is made by CYALUME TECHNOLOGIES, INC., a Delaware corporation having its principal place of business and chief executive office at 96 Windsor Street, West Springfield, Massachusetts (the “Debtor”), for the benefit of TD BANK, N.A., a national banking association, as Agent (the “Agent”) and for itself and the other lending institutions (hereinafter, collectively, the “Lenders”) which are or may become parties to the Loan Agreement (as defined below) (in such capacity the “Secured Party”).

SECOND AMENDMENT TO THE PARTIES’ JULY 10, 2014 CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Cyalume Technologies Holdings, Inc. • August 6th, 2015 • Electric lighting & wiring equipment • Massachusetts

This Second Amendment to the Parties’ July 10, 2014 Confidential Settlement Agreement and Mutual Release (“Settlement Agreement”), and amended for the first time on July 29, 2014 (the “First Amendment”), is made on July 30, 2015 between Cyalume Technologies, Inc., (“Cyalume”) and Cyalume on behalf of Emil Jachmann (“Jachmann”), in the first instance, and OmniGlow LLC (“OmniGlow”), Randye M. Holland and Stanley M. Holland as Trustees of the Randye M. Holland and Stanley M. Holland Trust, the Leemon Family LLC and Ira Leemon, in the second instance, (individually sometimes referred to as a “Party” and collectively as the “Parties”).

CONSULTING AGREEMENT AMENDMENT #1
Consulting Agreement • May 20th, 2014 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This CONSULTING AGREEMENT AMENDMENT (the “Amendment”) is made and entered into as of June 1, 2014 and effective on June 1, 2014 (the “Effective Date”) and it amends the previous CONSULTING AGREMENT dated January 1st 2014 by and between Cyalume Specialty Products, Inc., a Delaware corporation (the “Company”), and James G. Schleck (“Consultant”).

OF
Vector Intersect Security Acquisition Corp. • November 7th, 2005 • Blank checks • New York
Contract
Subordinated Stock Pledge Agreement • August 3rd, 2010 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Illinois

This Subordinated Stock Pledge Agreement is subject to the terms and provisions of the Intercreditor and Subordination Agreement by and between GRANITE CREEK PARTNERS AGENT, LLC, as Junior Agent on behalf of itself and the Junior Lenders, and TD BANK, N.A. dated as of July 29, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Subordination Agreement") and each holder of the Loans, by its acceptance hereof, shall be bound by the provisions of the Subordination Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2017 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • Florida

This Employment Agreement (the “Agreement”) is made and entered into, effective October 28, 2016 (the “Effective Date”), by and between Cyalume Technologies, Inc., a Delaware corporation (the “Company”), and Andrea Settembrino (“Employee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 5th, 2014 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2014 by and between Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

Amendment No. 1 to the Employee Agreement of Edgar E. Cranor
Employee Agreement • August 10th, 2011 • Cyalume Technologies Holdings, Inc. • Electric lighting & wiring equipment

This Amendment No. 1 (this “Amendment”) dated May 9, 2011, to the Employment Agreement (as defined below) is made by and among Cyalume Technologies Holdings, Inc., a Delaware corporation (the “Company”) and Edgar E. Cranor (the “Employee”). Any capitalized term not defined herein shall have the meaning for such term specified in the Employment Agreement.

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