Sensytech Inc Sample Contracts

ARGON ST, Inc. – BY-LAWS OF Argon ST, Inc. (August 5th, 2010)
ARGON ST, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ARGON ST, INC. (a Delaware corporation) (August 5th, 2010)

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

ARGON ST, Inc. – TENDER AND VOTING AGREEMENT (June 30th, 2010)

This Tender and Voting Agreement, dated as of June 30, 2010 (this “Agreement”), is by and among THE BOEING COMPANY, a Delaware corporation (“Parent”), VORTEX MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and the stockholders of ARGON ST, INC., a Delaware corporation (the "Company”), set forth on the signature page hereto (collectively, the “Stockholder”).

ARGON ST, Inc. – TENDER AND VOTING AGREEMENT (June 30th, 2010)

This Tender and Voting Agreement, dated as of June 30, 2010 (this “Agreement”), is by and among THE BOEING COMPANY, a Delaware corporation (“Parent”), VORTEX MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and the stockholders of ARGON ST, INC., a Delaware corporation (the “Company”), set forth on the signature page hereto (collectively, the “Stockholder”).

ARGON ST, Inc. – Argon ST Announces Agreement to be Acquired by The Boeing Company (June 30th, 2010)

FAIRFAX, VA— June 30, 2010 —Argon ST, Inc. (NASDAQ: STST), and The Boeing Company [NYSE: BA] today announced that they have entered into an agreement for Boeing’s acquisition of Argon ST in an all cash tender offer and merger for $34.50 per share, or approximately $775 million, net of cash acquired.

ARGON ST, Inc. – AGREEMENT AND PLAN OF MERGER dated as of June 30, 2010, among THE BOEING COMPANY, VORTEX MERGER SUB, INC. and ARGON ST, INC. (June 30th, 2010)

This Agreement and Plan of Merger dated as of June 30, 2010 (this “Agreement”), by and among THE BOEING COMPANY, a Delaware corporation (“Parent”), VORTEX MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and ARGON ST, INC., a Delaware corporation (the “Company”).

ARGON ST, Inc. – TENDER AND VOTING AGREEMENT (June 30th, 2010)

This Tender and Voting Agreement, dated as of June 30, 2010 (this “Agreement”), is by and among THE BOEING COMPANY, a Delaware corporation (“Parent”), VORTEX MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and the stockholders of ARGON ST, INC., a Delaware corporation (the “Company”), set forth on the signature page hereto (collectively, the “Stockholder”).

ARGON ST, Inc. – ARGON ST, INC. (a Delaware corporation) (February 26th, 2010)
ARGON ST, Inc. – THIRD AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (January 28th, 2010)

THIS THIRD AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made as of the 25th day of January, 2010, by and among ARGON ST, INC., a Delaware corporation, formerly known as SensyTech, Inc., a Delaware corporation (“Argon”), COHERENT SYSTEMS INTERNATIONAL, LLC, a Delaware limited liability company (“Coherent”; Argon and Coherent are collectively and jointly and severally referred to herein as the “Borrower”) and BANK OF AMERICA, N. A., a national banking association (the “Lender”).

ARGON ST, Inc. – CHANGE OF CONTROL AGREEMENT (January 22nd, 2009)

This Agreement is made this 19th day of January, 2009, by and between Argon ST, Inc., a Delaware corporation (the “Company”), and Terry L. Collins (the “Executive”).

ARGON ST, Inc. – CHANGE OF CONTROL AGREEMENT (January 22nd, 2009)

This Agreement is made this 19th day of January, 2009, by and between Argon ST, Inc., a Delaware corporation (the “Company”), and Kerry M. Rowe (the “Executive”).

ARGON ST, Inc. – CHANGE OF CONTROL AGREEMENT (January 22nd, 2009)

This Agreement is made this 19th day of January, 2009, by and between Argon ST, Inc., a Delaware corporation (the “Company”), and Aaron Daniels, (the “Executive”).

ARGON ST, Inc. – ARGON ST, INC. (a Delaware corporation) (May 12th, 2008)
ARGON ST, Inc. – SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (March 4th, 2008)

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made as of February 28, 2008, by ARGON ST, INC., a Delaware corporation, successor to SensyTech, Inc., formerly known as Sensys Technologies Inc., a Delaware corporation (“Argon”), COHERENT SYSTEM INTERNATIONAL, LLC, a Delaware limited liability company (“Coherent”), and BANK OF AMERICA, N. A., a national banking association (the “Lender”).

ARGON ST, Inc. – NEWS RELEASE (August 16th, 2007)

FAIRFAX, VA——Argon ST, Inc. (NASDAQ: STST), today announced that it completed the acquisition of certain assets and liabilities of Coherent Systems International, Corp. (CSI), effective August 12, 2007, for approximately $20M in cash and debt assumption. The transaction provides potential additional consideration up to an aggregate maximum of $17.5M for CSI’s achievement of certain revenue, bookings and contract award milestones in the period from the closing date until December 31, 2008. CSI sales for the last 12 months approximated $29M.

ARGON ST, Inc. – EQUITY PURCHASE AGREEMENT (August 16th, 2007)

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 12th day of August 2007, by and among Argon ST, Inc., a Delaware corporation (“Purchaser”), CSIC Holdings LLC, a Delaware limited liability company (“Company”), Coherent Systems International, Corp., a Delaware corporation (“Parent”), those Persons listed on Schedule 1 hereto (collectively, the “Stockholders”), and Richard S. Ianieri, as a representative of Parent and all of the Stockholders (the “Seller Representative”).

ARGON ST, Inc. – Argon ST, Inc. Amendment to the Bylaws February 28, 2007 (March 6th, 2007)
ARGON ST, Inc. – Fiscal Quarter Ended December 31, 2006 January 1, 2006 Cash flows from operating activities Net income $ 5,183 $ 5,603 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,893 1,373 Deferred income tax expense (benefit) 276 (68 ) Stock- based compensation 390 368 Bad debt expense 30 — Loss on sale of equipment 2 — Change in: Accounts receivable 1,528 (9,764 ) Inventory (340 ) (311 ) Deferred projects costs 5,534 — Prepaids and other 211 (281 ) Accounts payable and accrued expenses (8,786 ) (11,108 ) Accrued salaries and rela (February 9th, 2007)
ARGON ST, Inc. – NEWS RELEASE (October 30th, 2006)

FAIRFAX. VA—BUSINESS WIRE—Oct. 26, 2006—Dr. Terry Collins, President and CEO of Argon ST, (NASDAQ: STST), announced today that the Board of Directors has approved the addition of Ms. Maureen Baginski to Argon ST’s Board. Ms. Baginski brings a wealth of experience to the Board from her 27 years of service in the United States Intelligence Community. From 2003 to 2005 Ms. Baginski served as the FBI’s Executive Assistant Director for Intelligence where she was responsible for establishing and managing the FBI’s first-ever intelligence program, including technology acquisition and workforce development. From 1979-2005, Ms. Baginski served at the National Security Agency, where she held a variety of positions, including lead analyst for the Soviet Union, Executive Assistant to the Director, Chief Policy and Customer Support, Chief Office of the Director, Assistant Deputy Director for Technology, and SIGINT Director. Ms. Baginski is the recipient of two Presidential Rank Awards, two Director

ARGON ST, Inc. – NEWS RELEASE (August 25th, 2006)

FAIRFAX, VA, August 23, 2006 / Business Wire / — Argon ST, Inc. (NASDAQ: STST), announced today that it has established and filled the position of COO.

ARGON ST, Inc. – ARGON ST, INC. 12701 Fair Lakes Circle, Fairfax, VA 22033 703.322.0881 Fax 703.322.0885 www.argonst.com NEWS RELEASE (August 10th, 2006)

FAIRFAX, VA, August 10, 2006 / Business Wire / — Argon ST, Inc. (NASDAQ: STST), today announced revenues and earnings for its third fiscal quarter and nine months ended July 2, 2006.

ARGON ST, Inc. – 12701 Fair Lakes Circle, Fairfax, VA 22033 703.322.0881 Fax 703.322.0885 www.argonst.com NEWS RELEASE (July 10th, 2006)

FAIRFAX. VA—July 6, 2006—Argon ST, Inc., (NASDAQ: STST), today announced that it completed the acquisition of San Diego Research Center Incorporated (SDRC), effective July 3, 2006, for approximately $41 million in cash. SDRC expects to realize approximately $20 million in revenues for the fiscal year ending September 30, 2006, and is expected to increase Argon’s fourth quarter revenue by approximately $5 million. The acquisition is expected to be accretive in fiscal year 2007.

ARGON ST, Inc. – AGREEMENT AND PLAN OF MERGER by and among ARGON ST, INC., a Delaware Corporation, Argon ST Merger Sub, Inc., a Delaware Corporation and SAN DIEGO RESEARCH CENTER, INCORPORATED, a Delaware Corporation LINDSEY MCCLURE, THOMAS SEAY AND HARRY B. LEE, TRUSTEE OF THE HBL AND BVL TRUST, as Principal Stockholders and LINDSEY MCCLURE, as Stockholders Representative Dated as of June 9, 2006 (June 14th, 2006)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 9, 2006, by and among Argon ST, Inc., a Delaware corporation (“Acquiror”), Argon ST Merger Sub, Inc., a Delaware corporation (“Merger Sub”), San Diego Research Center, Incorporated, a Delaware corporation (“SDRC”), those principal stockholders of SDRC set forth on the signature page hereto (the “Principal Stockholders”), and Lindsey McClure, as a representative of the Stockholders.

ARGON ST, Inc. – 12701 Fair Lakes Circle, Fairfax, VA 22033 703.322.0881 Fax 703.322.0885 www.argonst.com NEWS RELEASE (June 14th, 2006)

FAIRFAX. VA—June 12, 2006—Argon ST, Inc. (NASDAQ: STST), today announced that it entered into a definitive merger agreement to acquire San Diego Research Center Incorporated (SDRC) for $41,000,000 cash. In addition, Argon ST has agreed to pay retention bonuses of approximately ten percent of the purchase price over four years which will be charged to operations. Pursuant to the transaction, a wholly owned subsidiary of Argon ST will merge with and into SDRC. The acquisition is subject to customary conditions which the parties expect will be met to facilitate a closing within 30 days.

ARGON ST, Inc. – ARGON ST, INC. 12701 Fair Lakes Circle, Fairfax, VA 22033 703.322.0881 Fax 703.322.0885 www.argonst.com NEWS RELEASE (May 11th, 2006)

FAIRFAX, VA, May 11, 2006 / Business Wire / — Argon ST, Inc. (NASDAQ: STST), today announced revenues and earnings for its second fiscal quarter and six months ended April 2, 2006.

ARGON ST, Inc. – FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (April 6th, 2006)

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made as of March 31, 2006, by ARGON ST, INC., a Delaware corporation, successor to SensyTech, Inc., formerly known as Sensys Technologies Inc., a Delaware corporation (“Argon”) (the “Original Borrower”), RADIX TECHNOLOGIES, INC., a California corporation (“Radix”) and BANK OF AMERICA, N. A., a national banking association (the “Lender”).

ARGON ST, Inc. – INCENTIVE STOCK OPTION AGREEMENT UNDER THE ARGON ST, INC. 2002 STOCK INCENTIVE PLAN (December 14th, 2005)

THIS AGREEMENT is entered into effective as of                     by and between ARGON ST, INC. (“Corporation”) and                     (“Optionee”), pursuant to the Corporation’s 2002 Stock Incentive Plan (the “Plan”). The Corporation hereby grants to the Optionee an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, to purchase a total of                     shares of Common Stock, subject to the terms and conditions contained in the Plan and as hereinafter provided (the “Option”). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan.

ARGON ST, Inc. – Argon ST, Inc. Shares of Common Stock UNDERWRITING AGREEMENT (December 13th, 2005)

FRIEDMAN, BILLINGS, RAMSEY & CO., INC.  as Representative of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209

ARGON ST, Inc. – Argon ST, Inc. Receives Contract Award of $73.5M for Aerial Common Sensor Subsystem Development (May 11th, 2005)

This award supports the first phase of the contract for System Development and Demonstration (SDD) culminating in the delivery of five certified, mission-ready airborne subsystems to support initial testing planned for 2006.

ARGON ST, Inc. – NEWS RELEASE For Immediate Release (February 9th, 2005)

Fairfax, VA, February 9, 2005 / Business Wire / — Argon ST, Inc. (NASDAQ: STST), today announced revenues and earnings for its first quarter ended January 2, 2005.

ARGON ST, Inc. – From: Donald Fultz, CFO Subject: This notice is required pursuant to the Sarbanes-Oxley Act (December 23rd, 2004)

This is to notify you of an upcoming blackout period under the Argon ST, Inc. (“Argon ST”) 401(k) plan. During this trading blackout, your ability to conduct transactions in Argon ST Equity Securities will be limited. We expect the blackout period to begin January 24, 2005 and end February 25, 2005.

ARGON ST, Inc. – ARGON ENGINEERING ASSOCIATES, INC. STOCK PLAN Amended and Restated as of October 27, 2003 (December 14th, 2004)

Witnesseth this STOCK PLAN dated as of the 9th day of December of 1998, and amended on the 17th day of September of 2001, the 20th day of December 2002 and the 27th day of October, 2003 by ARGON ENGINEERING ASSOCIATES, INC., a Virginia corporation:

ARGON ST, Inc. – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF SENSYTECH INC. (October 5th, 2004)

Sensytech, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

Sensytech Inc – NEWS RELEASE For Immediate Release (August 12th, 2004)

NEWINGTON, VA, August 12, 2004 / Business Wire / — Sensytech, Inc. (NASDAQ: STST), today announced revenues and earnings for its third quarter ended June 30, 2004.

Sensytech Inc – Sensytech, Inc. and Argon Engineering Execute a Definitive Merger Agreement (June 9th, 2004)

NEWINGTON, VA, June 7, 2004 / Business Wire / — Argon Engineering Associates, Inc., Fairfax, Va. and SenSyTech, Inc. Newington, Va. (NASDAQ: STST) announced today that they have entered into a definitive merger agreement, creating a unique command, control, communications, computers, intelligence, surveillance, and reconnaissance (“C4ISR”) company with a strong research and development (“R&D”) heritage, that delivers cutting-edge technologies to defense, intelligence and homeland security markets. This strategic combination brings together the employees, technologies and customers of two fast-growing companies producing a strong competitor in these high priority markets.