CUBIC CORPORATION 3,300,000 Shares of Common Stock Underwriting AgreementCubic Corp /De/ • November 29th, 2018 • Measuring & controlling devices, nec • New York
Cubic Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,300,000 shares of Common Stock, no par value, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 495,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CUBIC CORPORATION [ • ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 8th, 2013 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
Certain stockholders named in Schedule 2 hereto (the "Selling Stockholders") of Cubic Corporation, a Delaware corporation (the "Company"), propose to sell to the several Underwriters listed in Schedule 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of [ • ] shares of Common Stock, no par value, of the Company (the "Underwritten Shares") and, at the option of the Underwriters, up to an additional [ • ] shares of Common Stock of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the "Stock".
AGREEMENT AND PLAN OF MERGER among ATLAS CC ACQUISITION CORP., ATLAS MERGER SUB INC. and CUBIC CORPORATION Dated as of February 7, 2021Agreement and Plan of Merger • February 9th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
This AGREEMENT AND PLAN OF MERGER, dated as of February 7, 2021 (this “Agreement”), is made by and among Atlas CC Acquisition Corp., a Delaware corporation (“Parent”), Atlas Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Cubic Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 16, 2009 among CUBIC CORPORATION, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF THE WEST, as Co-Syndication Agent, UNION BANK, N.A., as...Credit Agreement • February 8th, 2010 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 16, 2009, among CUBIC CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 11, 2016 among CUBIC CORPORATION, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent MUFG UNION BANK, N.A., as Syndication Agent and BANK OF THE WEST, U.S....Credit Agreement • August 11th, 2016 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 11, 2016, among CUBIC CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, MUFG Union Bank, N.A., as Syndication Agent and BANK OF THE WEST, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents.
Cubic Corporation and Broadridge Corporate Issuer Solutions, Inc. as Rights Agent Rights Agreement Dated as of September 20, 2020Rights Agreement • September 21st, 2020 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
In addition, the Agreement provides that no person or group will become an Acquiring Person as a result of share purchases or issuances directly from the Company or through an underwritten offering approved by the Board of Directors. Also, a person or group will not be an Acquiring Person if the Board of Directors determines that such person or group has become an Acquiring Person inadvertently and such person or group as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring Person. An Acquiring Person does not include (i) the Company or any subsidiary of the Company, (ii) any officer or member of the Board of Directors acting in their fiduciary capacity or (iii) any employee benefit plan of the Company or of any subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan, or for the pu
CREDIT AGREEMENTCredit Agreement • May 10th, 2005 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
CREDIT AGREEMENT dated as of March 10, 2005, among CUBIC CORPORATION, a Delaware corporation, the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A, as Administrative Agent.
CUBIC CORPORATION RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 23rd, 2015 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice a
CUBIC CORPORATION RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 23rd, 2015 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice a
CUBIC CORPORATION RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 4th, 2016 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Restricted Stock Units and Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted
AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • May 5th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
THIS AMENDED AND RESTATED LEASE AGREEMENT, dated as of June 7, 2019 (as amended, supplemented, or otherwise modified from time to time, this “Lease”), is between BANKERS COMMERCIAL CORPORATION, a California corporation, as the Lessor (the “Lessor”), and whose principal offices are located at 445 S. Figueroa Street, 14th Floor, Los Angeles, California 90071, and CUBIC CORPORATION, a Delaware corporation, as the Lessee (the “Lessee”), and whose principal offices are located at 9333 Balboa Avenue, San Diego, California 92123-1589.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 8, 2012 among CUBIC CORPORATION, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF THE WEST, as Co-Syndication Agent, UNION BANK, N.A., as...Credit Agreement • December 14th, 2012 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 8, 2012, among CUBIC CORPORATION, a Delaware corporation (the “Borrower”), the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent.
SECOND AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • August 11th, 2016 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
Each Prudential Affiliate (as hereinafter defined) which is a signatory of this Agreement or becomes bound by certain provisions of this Agreement as hereinafter provided)
CUBIC CORPORATIONRestricted Stock Unit Award Agreement • February 8th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice a
Continuing Agreement For Standby Letters of Credit This Agreement is between Cubic Corporation Cubic Defence New Zealand, Ltd. Cubic Transportation Systems, Australia PTY Ltd., Cubic Transportation Systems, Inc., Cubic Defense Applications, Inc.,...Continuing Agreement • May 3rd, 2012 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
To induce JPMorgan Chase Bank, N.A. and/or any of its domestic or foreign subsidiaries or affiliates (individually and collectively, “Bank”), in its sole discretion, to issue for the account of the Applicant or for the account of the Account Party named in the Application, one or more standby letters of credit, or other independent undertakings from time to time at the request of the undersigned (individually and collectively, “Applicant”; jointly and severally, if more than one), Applicant agrees as to each letter of credit or undertaking (together with any replacements, extensions or modifications, a “Credit”, collectively, “Credits” ) as follows.
RESTRICTED STOCK UNIT AWARD GRANT NOTICE ANDRestricted Stock Unit Award Agreement • November 22nd, 2016 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 18th, 2015 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
This Separation Agreement and General Release (“Agreement”) is made by and between Cubic Corporation (“CUBIC”) and William Boyle (“EMPLOYEE”) with respect to the following facts:
AGREEMENT AND PLAN OF MERGER among CUBIC CORPORATION, a Delaware corporation, ABRX ACQUISITION CORP., a Virginia corporation; ABRAXAS CORPORATION, a Virginia corporation, The Persons and Entities Listed as Shareholders on the Signature Pages Hereto...Agreement and Plan of Merger • February 3rd, 2011 • Cubic Corp /De/ • Measuring & controlling devices, nec • Virginia
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 15, 2010, by and among Cubic Corporation, a Delaware corporation (“Buyer”), ABRX Acquisition Corp., a Virginia corporation (“Merger Sub”), and Abraxas Corporation, a Virginia corporation (the “Company”), the persons and entities listed Shareholders on the signature pages hereto (each a “Shareholder” and collectively the “Shareholders”), and Richard Helms, in his capacity as representative of the Shareholders in accordance with Section 13.1 hereof (the “Representative”).
OMNIBUS AMENDMENTOmnibus Amendment • May 5th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
This Omnibus Amendment (this “Amendment”), dated as of December 30, 2020 (the “Amendment Closing Date”), is made by and among BANKERS COMMERCIAL CORPORATION, a California corporation, as Lessor (“Lessor”), MUFG UNION BANK, N.A., as Collateral Agent for the Rent Assignees (“Collateral Agent”), MUFG BANK, LTD., as Administrative Agent for the Participants (“Administrative Agent”), CUBIC CORPORATION, a Delaware corporation, as Lessee and Construction Agent (“Lessee”), and each of the Rent Assignees listed on the signature pages hereof (the “Rent Assignees”).
CUBIC CORPORATIONRestricted Stock Unit Award Agreement • February 8th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of performance based restricted stock units (“Performance Restricted Stock Units” or “PRSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each PRSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Performance Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Performance Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Performance Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Performance Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms
JOINT FILING AGREEMENT AND POWER OF ATTORNEYJoint Filing Agreement and Power of Attorney • July 17th, 2012 • Cubic Corp /De/ • Measuring & controlling devices, nec
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • March 14th, 2013 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
Each of the undersigned, Cubic Corporation, a Delaware corporation (the “Company”), and certain direct and indirect Subsidiaries of the Company from time to time party to this Agreement as Guarantors, agrees with each of the Purchasers as follows:
VOTING AGREEMENTVoting Agreement • February 9th, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 7, 2021, by and among Cubic Corporation, a Delaware corporation (the “Company”), and each person identified on Exhibit A attached hereto (collectively, the “Stockholders” and each a “Stockholder”).
SEPARATION AGREEMENT AND MUTUAL RELEASESeparation Agreement and Mutual Release • September 18th, 2020 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
This Separation Agreement and Mutual Release ("Agreement") is made by and between Cubic Corporation ("CUBIC") on the one hand and Michael Twyman (“EMPLOYEE") on the other hand, as of the date the parties have signed it below, with respect to the following facts. Together EMPLOYEE and CUBIC are also referred to as the “Parties”. This Agreement shall become effective on the eighth day after EMPLOYEE signs without revoking this Agreement (“Effective Date”).
CUBIC CORPORATIONNotice and Restricted Stock Unit Award Agreement • February 9th, 2017 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice a
GROUND LEASEGround Lease • May 2nd, 2019 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
THIS GROUND LEASE (as may be amended, modified and/or supplemented, this “Lease”) is made and entered into as of this 5th day of February, 2019, by and between Cubic Corporation, a Delaware corporation (together with its successors and assigns, “Lessor”) and Bankers Commercial Corporation, a California corporation (together with its successors and assigns, “Lessee”).
CUBIC CORPORATIONPerformance Restricted Stock • February 6th, 2019 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of performance based restricted stock units (“Performance Restricted Stock Units” or “PRSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each PRSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Performance Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Performance Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Performance Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Performance Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms
LEASE SUPPLEMENTCubic Corp /De/ • May 5th, 2021 • Measuring & controlling devices, nec • New York
This Lease Supplement is executed pursuant to, and incorporates by reference all of the terms, conditions and provisions of, the Amended and Restated Lease Agreement, dated as of June 7, 2019 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Lease”), between Bankers Commercial Corporation (“Lessor”) and Cubic Corporation (“Lessee”). All capitalized terms used herein which are not defined herein shall have the meaning given to such terms in the Lease. Lessor and Lessee hereby agree that:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 1st, 2021 • Cubic Corp /De/ • Measuring & controlling devices, nec
This Amendment No. 1, dated as of March 30, 2021 (this “Amendment”), is entered into by and among Atlas CC Acquisition Corp., a Delaware corporation (“Parent”), Atlas Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Cubic Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of February 7, 2021, by and among Parent, Sub and the Company (the “Merger Agreement”).
Filing Agreement dated September 26, 2003 Re: Joint Filing of Schedule 13DCubic Corp /De/ • October 1st, 2003 • Measuring & controlling devices, nec
CUBIC CORPORATIONIncentive Award Plan Restricted Stock • February 9th, 2017 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the “Company”), pursuant to its 2015 Incentive Award Plan (the “Plan”), hereby grants to the participant listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s Common Stock (the “Shares”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “Dividend Equivalents”). This award for Restricted Stock Units and the corresponding Dividend Equivalents (this “Award”) is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice a
STOCK PURCHASE AGREEMENT by and among CUBIC GLOBAL DEFENSE, INC., a Delaware corporation, CUBIC CORPORATION, a Delaware corporation, and NOVA GLOBAL SUPPLY & SERVICES, LLC, a Delaware limited liability company Dated: April 18, 2018Stock Purchase Agreement • April 19th, 2018 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 18, 2018 (the “Execution Date”), by and among Nova Global Supply & Services, LLC, a Delaware limited liability company (the “Purchaser”), Cubic Corporation, a Delaware corporation (the “Seller”), and Cubic Global Defense, Inc., a Delaware corporation and a wholly-owned subsidiary of the Seller (the “Company”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 12, 2014Credit Agreement • February 4th, 2016 • Cubic Corp /De/ • Measuring & controlling devices, nec • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is among CUBIC CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”).
Registration Rights AgreementRegistration Rights Agreement • February 25th, 2013 • Cubic Corp /De/ • Measuring & controlling devices, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of February 25, 2013 by and among Cubic Corporation, a Delaware corporation (the “Company”), Zable Survivor’s Trust dated September 18, 1978, Zable Marital QTIP Trust dated September 18, 1978, Zable Reverse QTIP Marital Trust dated September 18, 1978, and Zable Trust dated September 18, 1978 (collectively, the “Trusts” or the “Investors,” and each Trust individually, an “Investor”).
CUBIC CORPORATION 2005 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 12th, 2013 • Cubic Corp /De/ • Measuring & controlling devices, nec • California
Cubic Corporation, a Delaware corporation (the "Company"), pursuant to its 2005 Equity Incentive Plan (the "Plan"), hereby grants to the participant listed below ("Participant"), an award of restricted stock units ("Restricted Stock Units" or "RSUs") with respect to the number of shares of the Company's Common Stock (the "Shares") indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the "Dividend Equivalents"). This award for Restricted Stock Units and Dividend Equivalents (this "Award") is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the "Restricted Stock Unit Agreement") and in the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted
