Halifax Corp Sample Contracts

Halifax Corp of Virginia – VOTING AGREEMENT (January 12th, 2010)

WHEREAS, Parent proposes to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, its subsidiary Global Iron Acquisition, LLC (“Merger Sub”), and Halifax Corporation of Virginia (the “Company”), pursuant to which the Company would merge with and into Merger Sub (the “Merger”) and the Shareholders and the other shareholders in the Company would receive in exchange for each share of Company Common Stock, $1.20 in cash;

Halifax Corp of Virginia – AGREEMENT AND PLAN OF MERGER BY AND AMONG GLOBAL IRON HOLDINGS, LLC A DELAWARE LIMITED LIABILITY COMPANY, GLOBAL IRON ACQUISITION, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND HALIFAX CORPORATION OF VIRGINIA A VIRGINIA CORPORATION Dated January 6, 2010 (January 12th, 2010)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of January 6, 2010 by and among Global Iron Holdings, LLC, a Delaware limited liability company (“Parent”), Global Iron Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Halifax Corporation of Virginia, a Virginia corporation (the “Company”), with respect to the facts and circumstances set forth below. Parent, Merger Sub and the Company may be referred hereinafter each as a “Party” or collectively as the “Parties.”

Halifax Corp of Virginia – CONSULTING AGREEMENT (December 16th, 2009)

This Agreement shall be effective this 1st day of January 2010 by and between Halifax Corporation of Virginia, a Virginia corporation (hereinafter referred to as Halifax) and Joseph Sciacca, an individual business consultant (hereinafter referred to as Consultant).

Halifax Corp of Virginia – AMENDMENT TO NOTE (August 31st, 2009)

BORROWER: Halifax Corporation of Virginia AMOUNT OF ORIGINAL NOTE: $1,500,000.00 DATE OF ORIGINAL NOTE: June 15, 2009 ORIGINAL MATURITY DATE: June 15, 2010

Halifax Corp of Virginia – SONABANK SABL SECURITY AND COMPLIANCE AGREEMENT (August 31st, 2009)
Halifax Corp of Virginia – HALIFAX CLOSES NEW LINE OF CREDIT (June 17th, 2009)

ALEXANDRIA, VA —June 17, 2009 — Halifax Corporation of Virginia. (NYSE Alternext US: HX), today announced that it has closed on a new one year line of credit for $1.5 million with Sonabank, which is intended to replace the Company’s existing line of credit. The facility has a variable interest rate which is 2.75 basis points above the Wall Street Journal Prime Rate (the “indexed rate”) and is subject to adjustment based on changes in the indexed rate. Full details regarding the terms of the financing arrangement are included in the Company’s Current Report on Form 8-K to be filed with the SEC on June 17, 2009.

Halifax Corp of Virginia – COMMERCIAL SECURITY AGREEMENT (June 17th, 2009)

THIS COMMERCIAL SECURITY AGREEMENT dated June 15, 2009, is made and executed between Halifax Corporation of Virginia (“Grantor”) and Sonabank, a State chartered bank (“Lender”).

Halifax Corp of Virginia – BUSINESS LOAN AGREEMENT (June 17th, 2009)

THIS BUSINESS LOAN AGREEMENT dated June 15, 2009, is made and executed between Halifax Corporation of Virginia (“Borrower”) and Sonabank, a State chartered bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

Halifax Corp of Virginia – PROMISSORY NOTE (June 17th, 2009)

THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

Halifax Corp of Virginia – THIRD AMENDMENT AND WAIVER (May 6th, 2008)

This THIRD AMENDMENT AND WAIVER (this “Amendment”) is entered into as of April 30, 2008, among HALIFAX CORPORATION OF VIRGINIA, f/k/a Halifax Corporation, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”).

Halifax Corp of Virginia – Settlement Agreement And Release (February 8th, 2008)

THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made this 4th day of February, 2008, by and among (i) Halifax Corporation of Virginia (formerly Halifax Corporation) (“Halifax”), a Virginia corporation, and (ii) INDUS Corporation, a Virginia corporation, and INDUS Secure Network Solutions, LLC, a Virginia limited liability company (collectively, “INDUS”).

Halifax Corp of Virginia – PROMISSORY NOTE (Auxiliary Revolver Facility) IMPORTANT NOTICE (February 8th, 2008)

THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

Halifax Corp of Virginia – PROMISSORY NOTE (Revolving Line of Credit) IMPORTANT NOTICE (February 8th, 2008)

THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

Halifax Corp of Virginia – -COPY- SECOND AMENDMENT AND WAIVER (February 8th, 2008)

This SECOND AMENDMENT AND WAIVER (this “Amendment”) is entered into as of January 31, 2008, among HALIFAX CORPORATION OF VIRGINIA, f/k/a Halifax Corporation, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”).

Halifax Corp of Virginia – FIRST AMENDMENT AND WAIVER (November 14th, 2007)

This FIRST AMENDMENT AND WAIVER (this “Amendment”) is entered into as of November 13, 2007, among HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”).

Halifax Corp – EXECUTIVE SEVERANCE AGREEMENT AMENDED AND RESTATED (July 10th, 2007)

AGREEMENT, dated as of March 31, 2003, between Halifax Corporation, a Virginia corporation (''Company”), and Charles L. McNew (“Executive”), amending and restating the agreement dated September 20, 2001.

Halifax Corp – FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (July 3rd, 2007)

It is hereby agreed as of the 29th day of June, 2007, by and between HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”), of Baltimore, Maryland, and the successor by merger to Southern Financial Bank that this Fourth Amended and Restated Loan and Security Agreement (the “Agreement”) combines, amends and replaces the Third Amended and Restated Loan and Security Agreement dated July 6, 2006 executed by Borrower and Bank, as amended. The terms of the Agreement are as follows:

Halifax Corp – 7799 Leesburg Pike North Tower, Suite 900 Falls Church, VA 22043 June 28, 2007 Dear Mr. Sciacca: It is my pleasure to inform you that Provident Bank has approved the renewal of the $10,000,000 Line of Credit to Halifax Corporation (“Halifax”). (July 3rd, 2007)

This letter contains an overview of the terms and conditions of the approval and incorporates any changes approved with this renewal, which are underlined for your reference. Loan documentation will contain all of the terms and conditions and will be delivered for your review and approval upon acceptance of this commitment:

Halifax Corp – THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (August 14th, 2006)

It is hereby agreed as of the 6th day of July, 2006, by and between HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”), of Baltimore, Maryland, and the successor by merger to Southern Financial Bank that this Third Amended and Restated Loan and Security Agreement (the “Agreement”) combines, amends and replaces the Second Amended and Restated Loan and Security Agreement dated June 29, 2005 executed by Borrower and Bank, as amended. The terms of the Agreement are as follows:

Halifax Corp – MASTER SUBCONTRACT AGREEMENT (March 31st, 2006)

This Subcontract Agreement (“Agreement”), made this 1st day of April, 2003, is by and between Halifax Corporation, having a principal place of business at 5250 Cherokee Avenue, Alexandria, VA 22312 (“Subcontractor”), and Hewlett-Packard Company and its subsidiaries, having its principal place of business at 3000 Hanover Street, Palo Alto, CA 94304-1185 (“HP”). The parties agree that the terms and conditions of this Agreement and any applicable Purchase Order(s) that may be issued hereunder will govern the purchase of Services by HP from Subcontractor for the purpose of Subcontractor providing such Services on behalf of HP to a customer or customers of HP (hereinafter referred to as “Customer”).

Halifax Corp – Solutions Engagement Agreement (February 14th, 2006)

This Base Agreement (“Base Agreement”) dated as of 3/18/2002 (“Effective Date”), between International Business Machines Corporation (“Buyer”) and Halifax Corporation (“Supplier”), establishes the basis for a multinational procurement relationship under which Supplier will provide Buyer the Deliverables and Services described in SOWs issued under this Base Agreement. Deliverables and Services acquired by Buyer or Customer on or after the Effective Date will be covered by this Base Agreement. This Base Agreement will remain in effect until terminated.

Halifax Corp – MODIFICATION TO CONTRACT NUMBER VA-844 HALIFAX BETWEEN THE COMMONWEALTH OF VIRGINIA AND HALIFAX CORPORATION (November 14th, 2005)

This Modification is an agreement between the Commonwealth of Virginia, hereinafter referred to as “State” or “Commonwealth” or “VITA” (Virginia Information Technologies Agency), and Halifax Corporation, hereinafter referred to as “Contractor” relating to the modification of the above Contract. This Modification is hereby incorporated into and made an integral part of Contract VA-844 Halifax (the Agreement), as modified.

Halifax Corp – HALIFAX CORPORATION AMENDMENT TO 8% PROMISSORY NOTES (July 14th, 2005)

THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) the ARCH C. SCURLOCK CHILDREN’S TRUST, dated December 9, 2003 (the “Trust”).

Halifax Corp – SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (July 14th, 2005)

It is hereby agreed as of the 29th day of June, 2005, by and between HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”), of Baltimore, Maryland, and the successor by merger to Southern Financial Bank that this Second Amended and Restated Loan and Security Agreement (the “Agreement”) combines, amends and replaces the Amended and Restated Loan and Security Agreement dated November 8, 2004, Security Agreement dated as of March 6, 2002, Change in Terms Agreements dated as of March 12, 2002 and April 3, 2003, ARTS Security and Finance Agreement dated as of September 9, 2003 and the Amended and Restated Loan and Security Agreement dated November 

Halifax Corp – HALIFAX CORPORATION AMENDMENT TO 8% PROMISSORY NOTES (July 14th, 2005)

THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) Nancy Morrison Scurlock (“Scurlock”).

Halifax Corp – HALIFAX CORPORATION AMENDMENT TO 7% SUBORDINATED DEBENTURE (July 14th, 2005)

THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) Nancy Morrison Scurlock (“Scurlock”).

Halifax Corp – HALIFAX CORPORATION AMENDMENT TO 7% SUBORDINATED DEBENTURE (July 14th, 2005)

THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) the ARCH C. SCURLOCK CHILDREN’S TRUST, dated December 9, 2003 (the “Trust”).

Halifax Corp – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (November 15th, 2004)

It is hereby agreed as of the 8th day of November, 2004, by and between HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”), of Baltimore, Maryland, and the successor by merger to Southern Financial Bank that this Amended and Restated Loan and Security Agreement (the “Agreement”) combines, amends and replaces the Security Agreement dated as of March 6, 2002, Change in Terms Agreements dated as of March 12, 2002 and April 3, 2003 and ARTS Security and Finance Agreement dated as of September 9, 2003, each executed by Halifax and Bank, as amended. The terms of the Agreement are as follows:

Halifax Corp – EMPLOYEE SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (November 15th, 2004)

THIS EMPLOYEE SEVERANCE AND RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is made as of this 30th day of September, 2004, by and between Halifax Corporation, a Virginia corporation (“Company”), and L.L. Whiteside (“Employee”).

Halifax Corp – REGISTRATION RIGHTS AGREEMENT (November 15th, 2004)

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made by and among Halifax Corporation, a Virginia corporation (the “Company”), and L. L. Whiteside, Charles A. Harper, Morris Horn and Dan Lane (each, a “Purchaser” and collectively, the “Purchasers”).

Halifax Corp – ALEXANDRIA, VA - September 2, 2003 - Halifax Corporation (AMEX:HX) today announced that on August 29, 2003, it completed its acquisition of Microserv, Inc., a hardware maintenance solutions company, located in suburban Seattle, Washington. Founded in 1985 and privately held, Microserv provides high- availability hardware maintenance services to a nationwide customer base. Halifax acquired the outstanding stock of Microserv for a total value of approximately $3.0 million, excluding earn-out arrangements. According to Charles McNew, president and CEO, "We are pleased to welcome Microserv to the H (September 2nd, 2003)
Halifax Corp – Contract (June 19th, 2003)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATIVE THERETO UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Halifax Corp – PROMISSORY NOTE (June 14th, 2002)

This Note is subject to the terms and conditions of the Subordination Agreement dated January 27, 1998 entered into by and among Research Industries Incorporated, Crestar Bank and Halifax Corporation.

Halifax Corp – NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN (June 14th, 2002)
Halifax Corp – PROMISSORY NOTE (June 14th, 2002)

This Note is subject to the terms and conditions of the Subordination Agreement dated January 27, 1998 entered into by and among Research Industries Incorporated, Crestar Bank and Halifax Corporation as modified in writing by Crestar Bank in a certain letter dated October 30, 1998.