INDEMNITY AGREEMENTIndemnity Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 2021, by and between Cadre Holdings, Inc., a Delaware corporation (the “Company”), and ________ (“Indemnitee”).
●] Shares CADRE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Cadre Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”) an aggregate of [●] shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2023 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS CREDIT AGREEMENT is dated as of July 23, 2021 and is made by and among SAFARILAND, LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), the Issuing Lenders (as hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined), Swingline Loan Lender (as hereinafter defined) and an Issuing Lender (as hereinafter defined).
Incremental Facility Amendment to Credit Agreement and Guaranty Joinder Dated as of March 1, 2024 to the Credit Agreement Dated as of July 23, 2021 by and among Safariland, llc, as Borrower, The Guarantors From Time to Time Party Thereto, The Lenders...Credit Agreement • March 6th, 2024 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT I-1 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 8th, 2023 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS CREDIT AGREEMENT is dated as of July 23, 2021 and is made by and among SAFARILAND, LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), the Issuing Lenders (as hereinafter defined) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined), Swingline Loan Lender (as hereinafter defined) and an Issuing Lender (as hereinafter defined).
CADRE HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
STOCK OPTION AGREEMENT (the “Agreement”) made as of the «number date» day of «month», «year», by and between Cadre Holdings, Inc., a Delaware corporation, having its principal office at 13386 International Pkwy, Jacksonville, FL 32218 (the “Company”), and «First Name» «Last Name», an individual residing in «City State» (the “Optionee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2021 Stock Incentive Plan.
4,000,000 Shares CADRE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2022 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Cadre Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”), and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters, an aggregate of 4,000,000 shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”), of which 2,250,000 shares are to be issued and sold by the Company and 1,750,000 shares are to be sold by the Selling Stockholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 600,000 shares of Common Stock (the “Option Shares”). The
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”), dated as of July 9, 2021, between Cadre Holdings, Inc., a Delaware corporation (the “Company”), and Blaine Browers (the “Employee”).
CADRE HOLDINGS, INC. STOCK AWARD AGREEMENTStock Award Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
STOCK AWARD AGREEMENT (the “Agreement”) made as of this «numberdate» day of «month», «year», by and between Cadre Holdings, Inc., a Delaware corporation, having its principal office at 13386 International Pkwy, Jacksonville, FL 32218 (the “Company”), and «FirstName» «LastName», an individual residing in «citystate» (the “Recipient”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2021 Stock Incentive Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Employment Agreement (the “Agreement”), dated as of July 9, 2021, is entered into between Cadre Holdings, Inc., a Delaware corporation (the “Company”) and Warren B. Kanders (the “Employee”).
EACH OF THE GUIRGUIS VENDORS, THE GRANT VENDORS AND THE MOLNAR VENDORS, AS VENDORS OR GUARANTORS OF THE VENDORS - and - 1000694376 ONTARIO INC., AS PURCHASER SHARE PURCHASE AGREEMENT DATED DECEMBER 22, 2023Share Purchase Agreement • December 29th, 2023 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Ontario
HANY GUIRGUIS, an individual resident in the Province of Ontario (“Hany”); 2491189 ONTARIO INC., a corporation existing under the laws of the Province of Ontario (“Guirguis Holdco”); and THE GUIRGUIS FAMILY TRUST, a trust existing under the laws of the Province of Ontario (“Guirguis Trust” and, together with Hany and Guirguis Holdco, the “Guirguis Vendors”)
1,500,000 Shares CADRE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2023 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Kanders SAF, LLC (the “Selling Stockholder”), a stockholder of Cadre Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as Representative (the “Representative”), an aggregate of 1,500,000 shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”). The Selling Stockholder also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 225,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
Maui Acquisition Corp. Safariland, LLC Safariland Global Sourcing, LLC Horsepower, LLC Med-Eng, LLC Sencan Holdings, LLC Atlantic Tactical, Inc. Lawmen’s Distribution, LLC Safariland Distribution, LLC United Uniform Distribution, LLC Defense...Cadre Holdings, Inc. • July 12th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • New York
We refer to that certain Term Loan and Security Agreement dated as of November 17, 2020 by and among MAUI ACQUISITION CORP., a Delaware corporation (“Holdings”), SAFARILAND, LLC, a Delaware limited liability company (“Safariland”), SAFARILAND GLOBAL SOURCING, LLC, a Delaware limited liability company (“Global Sourcing”), HORSEPOWER, LLC, a Delaware limited liability company (“Horsepower”), MED- ENG, LLC, a Delaware limited liability company (“Med-Eng”), SENCAN HOLDINGS, LLC, a Delaware limited liability company (“Sencan Holdings”), ATLANTIC TACTICAL, INC., a Pennsylvania corporation (“ATI” and, together with Holdings, Safariland, Global Sourcing, Horsepower, Med-Eng and Sencan Holdings, collectively, “US Borrowers”), MED-ENG HOLDINGS ULC, a British Columbia unlimited liability company (“Med- Eng Holdings”), PACIFIC SAFETY PRODUCTS INC., a Canadian corporation (“PSP” and, together with Med-Eng Holdings, collectively, “Canadian Borrowers”), the other Obligors party thereto, the Lenders (
CREDIT AGREEMENT by and among SAFARILAND, LLC and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Loan Lender and Issuing Lender BANK OF AMERICA, N.A., as Syndication...Credit Agreement • July 27th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT I-1 - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into as of March 1, 2021, by and among MAUI ACQUISITION CORP., a Delaware corporation ("Holdings"), SAFARILAND, LLC, a Delaware limited liability company ("Safariland"), SAFARILAND GLOBAL SOURCING, LLC, a Delaware limited liability company ("Global Sourcing"), HORSEPOWER, LLC, a Delaware limited liability company ("Horsepower"), MED-ENG, LLC, a Delaware limited liability company ("Med-Eng"), SENCAN HOLDINGS, LLC, a Delaware limited liability company ("Sencan Holdings"), ATLANTIC TACTICAL, INC., a Pennsylvania corporation ("ATI"), LAWMEN'S DISTRIBUTION, LLC, a Delaware limited liability company ("Lawmen's"), SAFARILAND DISTRIBUTION, LLC, a Delaware limited liability company ("Distribution"), UNITED UNIFORM DISTRIBUTION, LLC, a Delaware limited liability company ("UUD"), GH ARMOR SYSTEMS INC., a Delaware corporation ("GH Armor"), DEFENSE TECHNOLOGY, LLC, a Delaware lim
3,638,127 Shares CADRE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2024 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Cadre Holdings, Inc., a Delaware corporation (the “Company”), and Kanders SAF, LLC (the “Selling Stockholder”), a stockholder of the Company, propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as Representative (the “Representative”), an aggregate of 3,638,127 shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”), of which 2,200,000 shares of Common Stock are to be issued and sold by the Company and 1,438,127 shares of Common Stock are to be sold by the Selling Stockholder. The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 545,719 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
Cadre Holdings, Inc. 13386 International Parkway Jacksonville, Florida 32218Cadre Holdings, Inc. • September 13th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
SAFARILAND GROUP PHANTOM SHARE AWARD AGREEMENTPhantom Share Award Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS PHANTOM SHARE AWARD AGREEMENT (as from time to time amended, modified or supplemented, this “Agreement”) is made as of [●], 2021 (the “Grant Date”), by and between Maui Acquisition Corp., a Delaware corporation (the “Company”), Safariland LLC (the “Employer”), and [●] (the “Participant”).
STOCK PURCHASE AGREEMENT by and between SAFARILAND, LLC AND CYALUME TECHNOLOGIES HOLDINGS, INC. Dated as of May 3, 2022Stock Purchase Agreement • May 5th, 2022 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Stock Purchase Agreement, dated as of May 3, 2022 (this “Agreement”), is made by and between Cyalume Technologies Holdings, Inc., a Delaware corporation (“Seller”), and Safariland, LLC, a Delaware limited liability company (“Buyer”). Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 10.1.
•] Shares CADRE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2022 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Cadre Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as Representatives (the “Representatives”), and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters, an aggregate of [•] shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”), of which [•] shares are to be issued and sold by the Company and [•] shares are to be sold by the Selling Stockholders in the respective amounts set forth opposite their respective names in Schedule II hereto. The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional
Loan AgreementLoan Agreement • October 28th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS LOAN AGREEMENT (the “Agreement”), is entered into as of October 14, 2021, among MED-ENG HOLDINGS ULC, an unlimited liability company organized under the laws of British Columbia (“Med-Eng”) with an address at 2400 St. Laurent Boulevard, Ottawa, ON, K1G 6C4, Canada, PACIFIC SAFETY PRODUCTS INC., a corporation organized under the laws of Canada (“Pacific Safety”; and along with Med-Eng, each a “Borrower” and collectively, the “Borrowers”), with an address at 124 4th Avenue, Arnprior, Ontario, K7S 0A9, Canada, and PNC BANK CANADA BRANCH (the “Bank”), with an address at 130 King Street West, Suite 2140, Toronto, Ontario, M5X 1E4, Canada.
Cadre Holdings, Inc. 13386 International Parkway Jacksonville, Florida 32218Cadre Holdings, Inc. • September 13th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This letter agreement sets forth our mutual agreement to amend the Employment Agreement in accordance with the terms hereof, and constitutes an amendment (the “Amendment”) to the Employment Agreement.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 23rd, 2024 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of February 16, 2024 is made by and among Safariland, LLC, a Delaware limited liability company (the “Purchaser”), Cadre Holdings, Inc., a Delaware corporation (the “Guarantor”), Alpha Safety Intermediate, LLC, a Delaware limited liability company (the “Company”) and Alpha Safety Holdings, LLC, a Delaware limited liability company (the “Seller”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE XI below.
CONSENT AND SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS CONSENT AND SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Amendment") is made and entered into this 17th day of November, 2020, by and among MAUI ACQUISITION CORP., a Delaware corporation ("Holdings"), SAFARILAND, LLC, a Delaware limited liability company ("Safariland"), SAFARILAND GLOBAL SOURCING, LLC, a Delaware limited liability company ("Global Sourcing"), HORSEPOWER, LLC, a Delaware limited liability company ("Horsepower"), MED-ENG, LLC, a Delaware limited liability company ("Med-Eng"), SENCAN HOLDINGS, LLC, a Delaware limited liability company ("Sencan Holdings"), ATLANTIC TACTICAL, INC., a Pennsylvania corporation ("ATI"), LAWMEN'S DISTRIBUTION, LLC, a Delaware limited liability company ("Lawmen's"), SAFARILAND DISTRIBUTION, LLC, a Delaware limited liability company ("Distribution"), UNITED UNIFORM DISTRIBUTION, LLC, a Delaware limited liability company ("UUD"), GH ARMOR SYSTEMS INC., a Delaware corporation ("GH Armor"), DEFENSE TECHNOLOG
Cadre Holdings, Inc. 13386 International Parkway Jacksonville, Florida 32218Cadre Holdings, Inc. • September 13th, 2021 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AWARD AGREEMENT UNDER THE SAFARILAND GROUP LONG-TERM INCENTIVE PLAN AWARD DATE: [●], 2021Award Agreement • July 12th, 2021 • Cadre Holdings, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
You have been selected to become a Participant in the Safariland Group Long-Term Incentive Plan (as may be amended from time to time, the “Plan”). Pursuant to the terms of the Plan, Maui Acquisition Corp. (the “Company”) hereby grants you an Award under the Plan with a Target Award Amount equal to $[●].
