Exhibit 2(B) FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 25th, 2002 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
WITNESSETH:Credit Agreement • May 2nd, 2002 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
WITNESSETH:Credit Agreement • November 21st, 2005 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
amongCredit Agreement • February 12th, 1999 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Illinois
WITNESSETH:Credit Agreement • March 10th, 2004 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
Exhibit 2(A) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 25th, 2002 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Virginia
to WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as ofIndenture • May 1st, 2006 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • New York
Exhibit 10.2 JOINDER AGREEMENT ----------------- JOINDER TO LOAN DOCUMENTS ("JOINDER") DATED THIS 14TH DAY OF JULY, 2006 BY AND AMONG CompuDyne Corporation, A NEVADA CORPORATION, CompuDyne-Public Safety & Justice, INC., A VIRGINIA CORPORATION, Norment...Joinder Agreement • July 20th, 2006 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
WITNESSETH:Credit Agreement • November 1st, 2004 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
10,000,000 REVOLVING CREDIT FACILITY $15,000,000 REVOLVING CREDIT FACILITY AMENDED AND RESTATED CREDIT AGREEMENT by and among COMPUDYNE CORPORATION as the Borrower and the GUARANTORS and the BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as...Credit Agreement • May 7th, 2004 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Pennsylvania
TRANSITION AGREEMENT --------------------Transition Agreement • January 26th, 2005 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Alabama
EXHIBIT 10(M) RELEASE AND SETTLEMENT AGREEMENT This Release and Settlement Agreement (the "Agreement") is hereby entered into as of the 21st day of November, 2006 by and between the following parties: A. CompuDyne Corporation, including any of its...Release and Settlement Agreement • April 10th, 2007 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
Fifth Amendment to Credit Agreement THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and effective as of June 27, 2003, by and among COMPUDYNE CORPORATION (the "Borrower"), the GUARANTORS party to this Fifth Amendment and the Credit...Credit Agreement • August 13th, 2003 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
EXHIBIT 10(C) FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated December 19, 2001 is made by and among COMPUDYNE CORPORATION, a Nevada corporation (the "Borrower"), the GUARANTORS party to this...Credit Agreement • March 29th, 2002 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Pennsylvania
ARTICLE I MERGERAgreement and Plan of Merger • April 3rd, 1997 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
Exhibit 1 ------------------- Asset Purchase Agreement by and among Compudyne Corporation, CorrLogic, Inc. and BI Incorporated May 27, 1999 ASSET PURCHASE AGREEMENT THIS AGREEMENT, dated this 27th day of May, 1999 (the "Agreement"), by and among...Asset Purchase Agreement • August 13th, 1999 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Connecticut
20,000,000 REVOLVING CREDIT FACILITY $5,000,000 TERM LOAN CREDIT AGREEMENT by and among COMPUDYNE CORPORATION as the BorrowerCredit Agreement • November 21st, 2001 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Pennsylvania
BACKGROUNDRevolving Credit Security Agreement • May 15th, 2007 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Pennsylvania
EXHIBIT 1 PURCHASE AGREEMENT THIS AGREEMENT is made as of the ___ day of October, 2001, by and among CompuDyne Corporation, a corporation organized under the laws of the State of Nevada (the "Company"), with its principal offices at 7249 National...Purchase Agreement • October 11th, 2001 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • New York
Compudyne Corporation % Convertible Subordinated Notes Due 2011 Underwriting AgreementCompudyne Corp • January 7th, 2004 • Search, detection, navagation, guidance, aeronautical sys • Kentucky
CompuDyne Corporation, a Nevada corporation (the "Company"), proposes, upon the terms and subject to the conditions set forth herein, to issue and sell $35,000,000 aggregate principal amount of its Convertible Subordinated Notes, convertible into shares of common stock, par value $0.75 per share (the "Common Stock") of the Company, to J.J.B. Hilliard, W.L. Lyons, Inc., Morgan Keegan & Company, Inc. and Ferris, Baker Watts, Incorporated (collectively, the "Underwriters"), severally and not jointly, in the respective amounts set forth on Schedule I hereto (the "Firm Securities") and, at the election of the Underwriters, up to an additional $5,250,000 aggregate principal amount of such securities (the "Option Securities") solely to cover over-allotments, if any. The Firm Securities and the Option Securities are herein collectively referred to as the "Securities."
by and amongAgreement and Plan of Merger • August 8th, 2007 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Nevada
WITHCredit and Security Agreement • December 21st, 2005 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Pennsylvania
Exhibit 99.1 FOR IMMEDIATE RELEASE COMPUDYNE CORPORATION AGREES TO BE ACQUIRED BY ---------------------------------------------- INVESTOR GROUP FOR $7.00 PER SHARE IN CASH ------------------------------------------ ANNAPOLIS, MD, August 7, 2007 --...Compudyne Corp • August 8th, 2007 • Search, detection, navagation, guidance, aeronautical sys
TIBURON, INC. 7.5% CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT May 10, 2001 TABLE OF CONTENTS 1. Purchase and Sale of Series A Preferred Stock 1.1 Authorization of Series A Preferred Stock 1.2 Sale and Issuance of Series A Preferred...Convertible Preferred Stock Purchase Agreement • May 17th, 2001 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Virginia
QUANTA SYSTEMS CORPORATION COMPUDYNE CORPORATION MICROASSEMBLY SYSTEMS CORPORATION QUANTA SECURSYSTEMS, INC. 120 Union Street Willimantic, CT 06226-0397Compudyne Corp • March 31st, 1998 • Search, detection, navagation, guidance, aeronautical sys • Massachusetts
May __ , 2002 Board of Directors CompuDyne Corporation 7249 National Drive Hanover, Maryland 21076 Ladies and Gentlemen: This opinion is being delivered to you in accordance with Section 8.1(i) of the Agreement and Plan of Merger dated May 10, 2001,...Compudyne Corp • March 25th, 2002 • Search, detection, navagation, guidance, aeronautical sys
Exhibit 10.2 SIXTH AMENDED AND RESTATED REVOLVING CREDIT NOTE (Revolving Line of Credit A) Dated: November 17, 2005 FOR VALUE RECEIVED, COMPUDYNE CORPORATION, a Nevada corporation ("Borrower") hereby promises to pay to the order of PNC BANK, NATIONAL...Compudyne Corp • November 21st, 2005 • Search, detection, navagation, guidance, aeronautical sys • Pennsylvania
FOR VALUE RECEIVED, COMPUDYNE CORPORATION, a Nevada corporation ("Borrower") hereby promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION ("Bank"), at the Principal Office (as such term is defined in Section 1.1 [Certain Definitions] of the Credit Agreement) of PNC Bank, National Association (the "Agent") the lesser of (i) the principal sum of THIRTEEN MILLION DOLLARS (U.S. $13,000,000) and (ii) the aggregate principal balance of all Revolving Credit A Loans, Letter of Credit Borrowings and Reimbursement Obligations made by the Bank to the Borrower or arising pursuant to Section 2.1 [Revolving Credit Facility A Commitments] or Section 2.8 [Letter of Credit Subfacility] of that Amended and Restated Credit Agreement dated March 31, 2004 by and among the Borrower, CORRLOGIC, LLC, formerly CORRLOGIC, INC., FIBER SENSYS, LLC, formerly FIBER SENSYS, INC., COMPUDYNE - PUBLIC SAFETY & JUSTICE, INC., formerly TIBURON, INC., NORMENT SECURITY GROUP, INC., NORSHIELD CORPORATION and COMPUD
WILLIAM BLAIR MEZZANINE CAPITAL FUND II, L.P. SUBORDINATED LOAN AND INVESTMENT AGREEMENT $9,000,000 SENIOR SUBORDINATED TERM NOTE DUE DECEMBER 31, 2005 1,075,507 SHARES OF COMMON STOCK AND A WARRANT TO PURCHASE 297,924 SHARES OF ADDITIONAL COMMON...Loan and Investment Agreement • February 12th, 1999 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Illinois
PRIVILEGED AND CONFIDENTIAL December 28, 2006Privileged And • August 14th, 2007 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • New York
Potomac Key Group, LLC (the “Undersigned”) has requested information concerning CompuDyne Corporation and its subsidiaries (together, the “Company”) in connection with its consideration of a potential acquisition of, or other transaction with, such Company (the “Potential Transaction”). As a condition to the furnishing to the Undersigned and its Representatives (as defined below) of certain information about the Company, the Undersigned agrees to be bound by the terms and conditions of this agreement, and the Undersigned further agrees to inform any Representative to whom Proprietary Information (as defined below) is disclosed pursuant to the terms of this agreement of the contents of this agreement and the confidential nature of the Proprietary Information (as defined below).
Exhibit 10 (C) Third Amendment to Credit Agreement THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and effective as of September 30, 2002, by and among COMPUDYNE CORPORATION (the "Borrower"), the GUARANTORS party to this Amendment...Credit Agreement • March 31st, 2003 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
Seventh Amendment to Credit AgreementCredit Agreement • December 29th, 2003 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and effective as of December 19, 2003, by and among COMPUDYNE CORPORATION (the "Borrower"), the GUARANTORS party to this Seventh Amendment and the Credit Agreement referred to below (collectively, the "Guarantors"), the BANKS party to this Seventh Amendment and the Credit Agreement referred to below (collectively and together with the Agent, the "Banks") and PNC BANK, NATIONAL ASSOCIATION, individually and in its capacity as agent for the Banks under the Credit Agreement referred to below (hereinafter referred to in such capacity as the "Agent").
Credit Agreement CREDIT AGREEMENT is made as of the 20th day of December, 1996, by and among (i) CompuDyne Corporation, a Nevada corporation ("CompuDyne"), (ii) MicroAssembly Systems, Inc., a Connecticut corporation ("MicroAssembly"), (iii) Quanta...Credit Agreement • March 31st, 1998 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
AGREEMENT AND PLAN OF MERGER by and among CompuDyne Corporation, New Tiburon, Inc.,Agreement and Plan of Merger • May 15th, 2001 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Virginia
Exhibit 10.1 ------------ EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT (this "Agreement") is made this 24th day of November, 2006 by and between CompuDyne Corporation, a Nevada corporation (the "Company") and Brad Wiggins...Employment Agreement • November 30th, 2006 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys • Maryland
FIRST AMENDMENT TO SUBORDINATED LOAN AND INVESTMENT AGREEMENT THIS AMENDMENT AGREEMENT is made and entered into as of April 18, 2001 by and between COMPUDYNE CORPORATION, a Nevada corporation (the "Company"), and WILLIAM BLAIR MEZZANINE CAPITAL FUND...Subordinated Loan and Investment Agreement • May 15th, 2001 • Compudyne Corp • Search, detection, navagation, guidance, aeronautical sys
