Comarco Inc Sample Contracts

AMENDED AND RESTATED GUIDANCE LINE OF CREDIT NOTE
Comarco Inc • December 13th, 1995 • Services-engineering services
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EXHIBIT 2.2 PURCHASE AGREEMENT
Purchase Agreement • July 21st, 2000 • Comarco Inc • Services-engineering services • California
EXHIBIT 2.1 PURCHASE AGREEMENT
Purchase Agreement • July 21st, 2000 • Comarco Inc • Services-engineering services • California
RECITALS --------
Loan Agreement • September 14th, 1998 • Comarco Inc • Services-engineering services • Virginia
RECITALS
Loan Agreement • September 14th, 2000 • Comarco Inc • Services-engineering services • Virginia
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 18th, 2009 • Comarco Inc • Radio & tv broadcasting & communications equipment • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and COMARCO, INC., a California corporation and COMARCO WIRELESS TECHNOLOGIES, INC., a Delaware corporation (jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

AMENDED AND RESTATED MASTER LINE OF CREDIT NOTE
Comarco Inc • December 13th, 1995 • Services-engineering services
RECITALS
Credit Note • September 14th, 2000 • Comarco Inc • Services-engineering services • Virginia
RIGHTS AGREEMENT Dated as of February 5, 2003
Rights Agreement • February 6th, 2003 • Comarco Inc • Services-engineering services • California

Rights Agreement, dated as of February 5, 2003 (“Agreement”), between Comarco, Inc., a California corporation (the “Company”), and U.S. Stock Transfer Corporation, as Rights Agent (the “Rights Agent”).

AMENDED AND RESTATED SEVERANCE COMPENSATION AGREEMENT Dated as of June 11, 2007 COMARCO, Inc. corporation (the “Company”) and Peggy L. Vessell Eoff (the “Executive”)
Severance Compensation Agreement • April 30th, 2008 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This Agreement sets forth the severance compensation which the Company agrees it will pay to the Executive if the Executive’s employment with the Company terminates under one of the circumstances described herein following a “Change in Control” of the Company (as defined in Section 2).

CONFIDENTIAL SETTLEMENT AGREEMENT AND LICENSE
Confidential Settlement Agreement and License • May 1st, 2017 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This Confidential Settlement Agreement and License (the “Agreement”), dated as of March 26, 2016, is made by and among COMARCO, INC. (“CI”), a California corporation, and COMARCO WIRELESS TECHNOLOGIES, INC. (“CWT”), a Delaware corporation, on the one hand (CI and CWT are referred to together as “Comarco”), and TARGUS INTERNATIONAL LLC (“TI”), a Delaware limited liability company, and FT 1, INC. (formerly known as TARGUS GROUP INTERNATIONAL, INC.) (“FT 1” or, where appropriate in context, “TGII”), a Delaware corporation, on the other hand (TI and FT 1 are sometimes referred to together as “Targus”). Comarco and Targus are referred to collectively as the “Parties” and individually as a “Party.”

ESCROW AGREEMENT
Escrow Agreement • January 12th, 2009 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This Escrow Agreement (this “Agreement”), is made and entered into as of January 6, 2009 (the “Closing Date”), by and among: (i) Comarco Wireless Technologies, Inc., a Delaware corporation (“CWT”) and Comarco, Inc., a California corporation (“Comarco,” and collectively with CWT, the “Seller Parties”), on the one hand; (ii) Ascom Inc., a California corporation (“Purchaser”) and Ascom Holding AG, a corporation organized under the laws of Switzerland (“Parent,” and collectively with Purchaser, the “Purchaser Parties”), on the other hand; and (iii) U.S. Bank National Association (the “Escrow Agent”).

CHANGE IN CONTROL AND NONCOMPETITION AGREEMENT
Change in Control • May 1st, 2003 • Comarco Inc • Services-engineering services • California

This Change in Control Agreement (this “Agreement”), which is effective as of the date of the last signature affixed hereto, is made by and between Thomas A. Franza (the “Executive”), and Comarco Inc., its subsidiaries, and its affiliates (the “Company”). This agreement supercedes and cancels any similar agreements between the Company and the Executive, including the one dated May 12, 1998.

STOCK PURCHASE AGREEMENT dated January 22, 2006 regarding SwissQual Holding AG
Stock Purchase Agreement • January 25th, 2006 • Comarco Inc • Radio & tv broadcasting & communications equipment

WHEREAS, SwissQual Holding AG, Metallstrasse 9b, CH-6300 Zug (hereinafter referred to as the “Company”) has issued a share capital of CHF 1’183’263 divided into 1’183’263 shares with a nominal value of CHF 1 each;

SEVERANCE COMPENSATION AGREEMENT Dates as of August 28, 2007 COMARCO, Inc. Corporation (the “Company”) and Alisha Charlton (the “Employee”)
Severance Compensation Agreement • April 30th, 2008 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This Agreement sets forth the severance compensation which the Company agrees it will pay to the Employee if the Employee’s employment with the Company terminates under one of the circumstances described herein following a “Change in Control” of the Company (as defined in Section 2).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 12th, 2013 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This Stock Purchase Agreement, dated as of February 11, 2013 (this “Agreement”), is made by and between Comarco, Inc., a corporation incorporated under the laws of the State of California (the “Company”), and Elkhorn Partners Limited Partnership, a limited partnership organized and existing under the laws of the State of Nebraska (the “Purchaser”). The Company and the Purchaser are sometimes referred to collectively, as the “Parties” and individually as a “Party”. Unless otherwise defined herein or the context indicates otherwise, terms with initial capital letters in this Agreement shall have the respective meanings given to them in the Loan Agreement (as hereinafter defined).

EXECUTIVE EMPLOYMENT AGREEMENT FOR SAMUEL M. INMAN, III
Employment Agreement • May 3rd, 2010 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This Executive Employment Agreement (this “Agreement”) is made and entered into as of the 1st day of May, 2010 (the “Effective Date”), by and between SAMUEL M. INMAN, III (“Executive”) and COMARCO, INC., a publicly held California corporation headquartered in Lake Forest, California (“Company”). Executive and Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

COMARCO, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • December 31st, 2008 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

THIS AGREEMENT dated as of , 20 is by and between Comarco, Inc., a corporation organized under the laws of the State of California (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”).

ASSET PURCHASE AGREEMENT By and Among COMARCO WIRELESS TECHNOLOGIES, INC., COMARCO, INC., ASCOM HOLDING AG and ASCOM INC. Dated as of September 26, 2008
Asset Purchase Agreement • September 29th, 2008 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This ASSET PURCHASE AGREEMENT (this “Agreement”), is dated as of September 26, 2008 (the “Effective Date”), by and among Comarco Wireless Technologies, Inc., a Delaware corporation (“CWT”), Comarco, Inc., a California corporation (“Comarco,” and collectively with CWT, the “Seller”) and Ascom Inc., a California corporation (the “Purchaser”), Ascom Holding AG, a corporation organized under the laws of Switzerland (“Parent”). CWT, Comarco, Purchaser and Parent may each be referred to herein individually, as a “Party,” and collectively, as the “Parties.”

AMENDMENT AND RELEASE AGREEMENT
Amendment and Release Agreement • August 19th, 2014 • Comarco Inc • Radio & tv broadcasting & communications equipment • New York

THIS AMENDMENT AND RELEASE AGREEMENT (“Agreement”) is made and entered by and among Broadwood Partners, L.P., a Delaware limited partnership (“Broadwood”), Comarco, Inc., a California corporation (the “Company”), and Comarco Wireless Technologies, Inc., a Delaware corporation (“CWT” and, together with the Company, the “Comarco Entities”). Broadwood, the Company and CWT may each individually be referred to herein as a “Party” and collectively as the “Parties”. This Agreement shall be effective as of the Effective Date (as defined in Section 15 below).

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STRATEGIC PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT
Strategic Product Development and Supply Agreement • March 20th, 2009 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

THIS STRATEGIC PRODUCT DEVELOPMENT AND SUPPLY AGREEMENT (“Agreement”) is entered into as of March 16, 2009 (the “Execution Date”), between TARGUS GROUP INTERNATIONAL, INC., a Delaware corporation (“Targus”), and COMARCO, Inc., a California corporation (“Comarco”), with reference to the following facts:

LOAN AGREEMENT PROVIDING FOR A SENIOR SECURED SIX MONTH TERM LOAN OF US$2,000,000 AMONG COMARCO, INC. as Borrower AND COMARCO WIRELESS TECHNOLOGIES, INC. as Guarantor AND BROADWOOD PARTNERS, L.P. as Lender Dated as of July 27, 2012
Security Agreement • August 2nd, 2012 • Comarco Inc • Radio & tv broadcasting & communications equipment • New York

THIS SENIOR SECURED SIX MONTH TERM LOAN AGREEMENT (as amended from time to time, this “Agreement”), dated as of July 27, 2012 (“Effective Date”), is entered into by and among (i) BROADWOOD PARTNERS, L.P, a limited partnership organized and existing under the laws of the State of Delaware, as lender (the “Lender”); (ii) COMARCO, INC., a corporation incorporated under the laws of the State of California, as borrower (the “Borrower”); and (iii) COMARCO WIRELESS TECHNOLOGIES, INC., a corporation incorporated under the laws of the State of Delaware, as guarantor (the “Guarantor” and, together with the Lender and the Borrower, the “Parties” and each a “Party”).

EXECUTIVE EMPLOYMENT AGREEMENT FOR WINSTON E. HICKMAN
Executive Employment Agreement • May 3rd, 2010 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This Executive Employment Agreement (this “Agreement”) is made and entered into as of the 1st day of May, 2010 (the “Effective Date”), by and between WINSTON E. HICKMAN (“Executive”) and COMARCO, INC., a publicly held California corporation headquartered in Lake Forest, California (“Company”). Executive and Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 14th, 2012 • Comarco Inc • Radio & tv broadcasting & communications equipment • California
MANAGEMENT AGREEMENT
Management Agreement • May 23rd, 2008 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This agreement (the “Management Agreement”) is made and entered into by and among Samuel M. Inman, III (“Consultant”) and Comarco, Inc. (“the Company”), effective March 10, 2008.

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • February 28th, 2006 • Comarco Inc • Radio & tv broadcasting & communications equipment

This Amendment is made to that certain Rights Agreement dated as of February 5, 2003 (the “Agreement”) by and between Comarco, Inc., a California corporation (the “Company”), and U.S. Stock Transfer Corporation, as rights agent (“Rights Agent”).

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 16th, 2010 • Comarco Inc • Radio & tv broadcasting & communications equipment

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 9th day of February, 2010, by and between Silicon Valley Bank (“Bank”) and Comarco, Inc., a California corporation and Comarco Wireless Technologies, Inc., a Delaware corporation (jointly and severally, “Borrower”) whose address is 25541 Commercentre Drive, Lake Forest, CA 92630.

FORBEARANCE TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • June 14th, 2010 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This FORBEARANCE to Loan and Security Agreement (this “Forbearance”) is entered into this 11th day of June, 2010, by and between Silicon Valley Bank (“Bank”) and Comarco, Inc., a California corporation and Comarco Wireless Technologies, Inc. a Delaware corporation (jointly and severally, “Borrower”) whose address is 25541 Commercentre Drive, Suite 250, Lake Forest, CA 92630.

Contract
Change in Control Agreement • May 1st, 2003 • Comarco Inc • Services-engineering services • California

This Change in Control Agreement (this “Agreement”), which is effective as of the date of the last signature affixed hereto, is made by and between Peggy Vessell (the “Executive”), and Comarco Inc., its subsidiaries, and its affiliates (the “Company”).

Comarco, Inc. Stock Option Agreement
Employee Stock Option Plan • December 20th, 2006 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

This Agreement dated as of , between Comarco, Inc., a corporation organized under the laws of the State of California (the “Company”), and the individual identified in paragraph 1 below, currently residing at the address set out at the end of this Agreement (the “Optionee”).

COMARCO, INC. Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • June 29th, 2012 • Comarco Inc • Radio & tv broadcasting & communications equipment

You (the “Participant”) are hereby awarded Restricted Stock Units (the “Award”) subject to the terms and conditions set forth in this Restricted Stock Unit Award Agreement (“the Award Agreement”) and in the Comarco, Inc. 2011 Equity Incentive Plan (the “Plan”). By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim in this Award Agreement. In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Committee and shall be final, conclusive and binding on all parties, including you and your successors in interest. All terms herein that begin with initial capital letters and not herein defined have the same meaning defined in the Plan, unless the context clearly requires otherwise.

SECURED LOAN AGREEMENT (With Exhibits A, B and C attached)
Security Agreement • February 12th, 2013 • Comarco Inc • Radio & tv broadcasting & communications equipment • California
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 16th, 2008 • Comarco Inc • Radio & tv broadcasting & communications equipment • California

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into this10th day of July, 2008 by and between Comarco Wireless Technologies, Inc., a Delaware corporation, Comarco, Inc., a California Corporation (collectively, “Comarco” or “Seller”), Case Systems, Inc., a California Corporation (“Buyer”), and the other party signatory hereto, with reference to the following:

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