amongLoan and Security Agreement • June 2nd, 2004 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
Exhibit 10.11 INDEMNITY AGREEMENT This Agreement is made as of the ___ day of ___, 20__, by and between Allied Research Corporation, a Delaware corporation (the "Corporation"), and ______ (the "Indemnitee"), a director of the Corporation. WHEREAS, it...Indemnity Agreement • November 15th, 2002 • Allied Research Corp • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
No. 1 U.S.$7,500,000 Dated: June 28, 2002 ALLIED RESEARCH CORPORATION 8% CONVERTIBLE DEBENTURE SERIES A This Debenture ("Debenture") is one of a duly authorized issue of Debentures of ALLIED RESEARCH CORPORATION (the "Company"), a corporation duly...Allied Research Corp • July 8th, 2002 • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
STANDARD OFFICE LEASEOffice Lease • November 15th, 2002 • Allied Research Corp • Ordnance & accessories, (no vehicles/guided missiles) • Virginia
ARTICLE 1 Purchase and Sale of Debentures and Warrants, Etc.Purchase Agreement • July 8th, 2002 • Allied Research Corp • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") is entered into as of June 28, 2002 between Allied Research Corporation, a Delaware corporation with offices at 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia...Registration Rights Agreement • July 8th, 2002 • Allied Research Corp • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
RECITALSRights Agreement • June 25th, 2001 • Allied Research Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
Exhibit 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 23rd, 2000 • Allied Research Corp • Ordnance & accessories, (no vehicles/guided missiles) • New York
AWARD/CONTRACT 1. This Contract Is A Rated Order Rating DOA6 Page 1 Of 17 Under DPAS (15 CFR 700) --> --------------------------------------------------------- --------------------------------------------------------------------------- 2. Contract...Allied Research Corp • August 14th, 2002 • Ordnance & accessories, (no vehicles/guided missiles)
EXHIBIT 99.4 July 23, 2001 Charles A. Hasper, CPA/MBA 47524 Compton Circle Potomac Falls, Virginia 20165 Dear Chuck: On behalf of the Board of Directors (the "Board") of Allied Research Corporation (the "Company"), I am very pleased to offer you the...Allied Research Corp • August 20th, 2001 • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2007 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June , 2007, by and among The Allied Defense Group, Inc., a Delaware corporation, with headquarters located at 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182 (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
Exhibit 10.7 ----------------------------------- CREDIT AGREEMENT ----------------------------------- BY AND BETWEEN: The Parties of the first part: 1. "WAFABANK", a Moroccan societe anonyme (public corporation), with capital of MAD 602,430,000.00 and...Credit Agreement • August 14th, 2002 • Allied Research Corp • Ordnance & accessories, (no vehicles/guided missiles) • Brussels
EXHIBIT 99.1 November 27, 2000 J. H. Binford Peay, III 7014 Redlac Drive Clifton, Virginia 20124 Dear Binnie: On behalf of the Board of Directors (the "Board") of Allied Research Corporation (the "Company"), I am very pleased to offer you the...Allied Research Corp • March 2nd, 2001 • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2006 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2006, by and among The Allied Defense Group, Inc., a Delaware corporation, with headquarters located at 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182 (the "Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2006 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 9, 2006, by and among The Allied Defense Group, Inc., a Delaware corporation with its corporate headquarters located at 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182, and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EXHIBIT 99.3 December 7, 2000 Bruce W. Waddell 4329 East Ocean Boulevard, E Long Beach, California 90803 Dear Bruce: On behalf of the Board of Directors (the "Board") of Allied Research Corporation (the "Company"), I am very pleased to offer you the...Allied Research Corp • March 2nd, 2001 • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
EXHIBIT 99.2 December 7, 2000 John G. Meyer, Jr. 1309 Cassia Street Herndon, Virginia 20170-2524 Dear Gil: On behalf of the Board of Directors (the "Board") of Allied Research Corporation (the "Company"), I am very pleased to offer you the positions...Allied Research Corp • March 2nd, 2001 • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
FOURTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 29th, 2010 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS FOURTH AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of June 24, 2010, between The Allied Defense Group, Inc., formerly known as Allied Research Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
FIFTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • May 25th, 2011 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS FIFTH AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of May 23, 2011 by and between The Allied Defense Group, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
AGREEMENTAgreement • April 25th, 2006 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2006, by and among Pirate Capital LLC, a Delaware limited liability company, Jolly Roger Fund LP, a Delaware limited partnership, and Jolly Roger Offshore Fund LTD, a British Virgin Islands company (collectively, “Pirate Capital”), and The Allied Defense Group, Inc., a Delaware corporation (“ADG” or the “Company”).
Re: Loan and Security Agreement dated as of May 28, 2004 (as amended from time to time, the “Loan” agreement) by and among The Allied Defense Group, Inc., a Delaware corporation (“Company”), News/Sports Microwave Rental, Inc., a California...Allied Defense Group Inc • February 13th, 2006 • Ordnance & accessories, (no vehicles/guided missiles)
This letter is to confirm to you that the Lender agrees, as set forth and conditioned herein, to forbear from declaring a Matured Default under the Financing Agreements or exercising its remedies as a consequence thereof, solely as a consequence of the existence or continuance of (i) the failure of Company to satisfy the Collateral Requirement set forth in Section 1.9 of the Deposit Account Security Agreement, and (ii) the failure of any Borrower to keep or observe any other of the covenants, conditions, promises or agreements contained in any Financing Agreement as of the date hereof ((i) and (ii) are sometimes referred to hereinafter as the “Current Defaults”) for a period of time expiring on March 3, 2006 (the “Expiration Date”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
EXHIBIT 99.1 July 31, 2001Allied Research Corp • August 20th, 2001 • Ordnance & accessories, (no vehicles/guided missiles)
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2007 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 19, 2007, by and among The Allied Defense Group, Inc., a Delaware corporation with its corporate headquarters located at 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 22182 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Escrow AgreementEscrow Agreement • September 2nd, 2010 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
This Escrow Agreement (this “Agreement”) is made as of September 1, 2010, by and among U.S. Bank National Association (“Escrow Agent”), Chemring Group PLC, a company organized under the laws of England and Wales (“Chemring”), The Allied Defense Group, Inc., a Delaware corporation (“ADG”), Mecar USA, Inc., a Delaware corporation (“USA”), and ARC Europe, SA, a Société anonyme organized under the laws of Belgium (“ARC,” and together with ADG and USA, the “ADG Parties”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Purchase Agreement, then the provisions of the Purchase Agreement shall control. This Agreement shall become effective as of the Effective Time.
STOCK AND ASSET PURCHASE AGREEMENT among CHEMRING GROUP PLC, THE ALLIED DEFENSE GROUP, INC., MECAR USA, INC. and ARC EUROPE, SA Dated as of June 24, 2010Stock and Asset Purchase Agreement • June 24th, 2010 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS STOCK AND ASSET PURCHASE AGREEMENT (this “Agreement”), is dated as of June 24, 2010, by and among Chemring Group PLC, a company organized under the laws of England and Wales (“Chemring”), The Allied Defense Group, Inc., a Delaware corporation (“ADG”), Mecar USA, Inc., a Delaware corporation (“USA”), and ARC Europe, SA, a Société anonyme organized under the laws of Belgium (“ARC,” and together with ADG and USA, the “ADG Parties”).
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • June 21st, 2006 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made as of June 15, 2006, between The Allied Defense Group, Inc., formerly known as Allied Research Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services, LLC, a New Jersey limited liability company (the “Rights Agent”).
PURCHASE AGREEMENTPurchase Agreement • December 13th, 2006 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS PURCHASE AGREEMENT (the “Agreement”) is made as of December 12, 2006, by and among The Allied Defense Group, Inc., a Delaware corporation with headquarters located at 8000 Towers Crescent Drive, Suite 260, Vienna, Virginia 72182 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 8th, 2006 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made as of November 30, 2006, between The Allied Defense Group, Inc., formerly known as Allied Research Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services, LLC, a New Jersey limited liability company (the “Rights Agent”).
April 1, 2004Allied Defense Group Inc • April 30th, 2004 • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
On behalf of The Allied Defense Group, Inc. (the “Company”), I am very pleased to offer you the position of Vice President for Corporate Strategic Development. This letter agreement clarifies and confirms the terms of your employment with the Company.
THIRD AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 19th, 2010 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of January 18, 2010, between The Allied Defense Group, Inc., formerly known as Allied Research Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 10th, 2009 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
This Stock Purchase Agreement (the “Agreement”) is made and entered into as of August 7th, 2009, by and among 3DRS International, Inc., a New York corporation (“Purchaser”), News/Sports Microwave Rental, Inc., a California corporation (the “Company”), and The Allied Defense Group, Inc. a Delaware corporation and the holder of the Stock of the Company (the “Seller”). For the purposes of this Agreement, Purchaser, the Company and Seller are referred to sometimes collectively as the “Parties” and individually as a “Party”.
EXHIBIT 99.2 July 31, 2001Allied Research Corp • August 20th, 2001 • Ordnance & accessories, (no vehicles/guided missiles)
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 10th, 2005 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
THIS RESTRICTED STOCK AGREEMENT is made as of this ___ day of ___, 20___, between The Allied Defense Group, Inc., a Delaware corporation (“Company”), and (the “Employee”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • February 13th, 2006 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of February 3, 2006, by and among Robert P. Dowski (“Subordinated Creditor”), The Allied Defense Group, Inc., a Delaware corporation (“Company”), Patriot Capital Funding LLC I, a Delaware limited liability company, as successor in interest to Wilton Funding, LLC, a Delaware limited liability company (“Lender”).
AGREEMENT AND PLAN OF MERGER among CHEMRING GROUP PLC, MELANIE MERGER SUB INC. and THE ALLIED DEFENSE GROUP, INC. Dated as of January 18, 2010Agreement and Plan of Merger • January 19th, 2010 • Allied Defense Group Inc • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of January 18, 2010, by and among Chemring Group PLC, a company organized under the laws of England and Wales (“Parent”), Melanie Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and The Allied Defense Group, Inc., a Delaware corporation (the “Company”).
