REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 14, 2002, by and among Versar, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each a "Purchaser"...Registration Rights Agreement • July 15th, 2002 • Versar Inc • Services-engineering services • New York
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER...Versar Inc • August 8th, 2002 • Services-engineering services
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 31, 2002, by and among Versar, Inc., a Delaware corporation (the "Company"), and AGE Investments, Inc. (the "Purchaser"). This...Registration Rights Agreement • August 8th, 2002 • Versar Inc • Services-engineering services • Delaware
EMPLOYMENT AGREEMENT AGREEMENT made this 10th day of July 1996 between SCIENCE MANAGEMENT CORPORATION, a Delaware corporation having its principal offices at 721 Route 202-206, Bridgewater, County of Somerset, New Jersey 08807 (hereinafter called the...Employment Agreement • September 17th, 1997 • Versar Inc • Services-engineering services • New Jersey
EXHIBIT 2.2Lock-Up Agreement • May 30th, 1997 • Versar Inc • Services-engineering services • New Jersey
1 EXHIBIT 10.92Employment Agreement • September 17th, 1999 • Versar Inc • Services-engineering services • Virginia
90 2 used by the Borrowers to finance Receivables and for working capital, all as more fully described in the Financing Agreement.Financing and Security Agreement • September 17th, 1999 • Versar Inc • Services-engineering services
1 EXHIBIT 10.94Change of Control Severance Agreement • September 17th, 1999 • Versar Inc • Services-engineering services • Virginia
1 EXHIBIT 10.99Employment Agreement • September 26th, 2000 • Versar Inc • Services-engineering services • Virginia
1 EXHIBIT 10.98Employment Agreement • September 26th, 2000 • Versar Inc • Services-engineering services • Virginia
BY AND BETWEEN VERSAR, INC. ANDAsset Purchase Agreement • September 28th, 1998 • Versar Inc • Services-engineering services • Virginia
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control • May 14th, 2014 • Versar Inc • Services-engineering services • Virginia
This Agreement between James D. Villa ("you") and VERSAR, INC. ("Company") has been entered into as of May 12, 2014. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.
RECITALSFinancing and Security Agreement • September 29th, 1997 • Versar Inc • Services-engineering services
AMENDMENT NO. 3 TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 6th, 2017 • Versar Inc • Services-engineering services
WHEREAS, VERSAR, INC. (“Company”) and JAMES D. VILLA (“Executive”) have entered into that certain Change in Control Severance Agreement dated May 12, 2014, as amended (“Agreement”);
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 7th, 2014 • Versar Inc • Services-engineering services • Virginia
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, supplemented or modified from time to time, this "Agreement"), is between UNITED BANK, a Virginia banking corporation; and VERSAR, INC. a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability company, VERSAR INTERNATIONAL, INC., a Delaware corporation, formerly known as VIAP, Inc., CHARRON CONSTRUCTION CONSULTING, INCORPORATED, a Virginia corporation, GEO-MARINE, INC., a Texas corporation, and J.M. WALLER ASSOCIATES, INC., a Virginia corporation.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2009 • Versar Inc • Services-engineering services • Virginia
This amendment to the Employment Agreement dated February 8, 2005 as amended November 15, 2007, between Versar, Inc. and Theodore M. Prociv is entered into this 1st day December, 2008 as follows:
CHANGE IN CONTROL SEVERANCE AGREEMENTSeverance Agreement • September 18th, 2012 • Versar Inc • Services-engineering services • Virginia
This Agreement between J. Joseph Tyler ("you") and VERSAR, INC. ("Company") has been entered into as of September 16, 2010. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.
Exhibit 2.1Stock Purchase Agreement • May 16th, 1997 • Versar Inc • Services-engineering services • New York
FINANCING AND SECURITY AGREEMENT Dated April 22, 2002, but Effective as of December 31, 2001 By and Among Versar, Inc. Geomet Technologies, Inc. Versar Environmental Company Versar Global Solutions, Inc and Bank of America, N.A.Financing and Security Agreement • September 27th, 2002 • Versar Inc • Services-engineering services
AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • September 19th, 2006 • Versar Inc • Services-engineering services • Virginia
Now on this 17th day of March 2006, the Change of Control Severance Agreement dated March 1, 2004, between Lawrence W. Sinnott and Versar, Inc., is hereby amended as follows:
CHANGE OF CONTROL SEVERANCE AGREEMENTControl Severance Agreement • September 19th, 2006 • Versar Inc • Services-engineering services • Virginia
This Agreement between Michael J. Abram (“you”) and VERSAR, INC.(“Company”) has been entered into as of March 17, 2006. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.
NON DISCLOSURE AND CONFIDENTIALITY AGREEMENTNon Disclosure and Confidentiality Agreement • October 6th, 2017 • Versar Inc • Services-engineering services • Virginia
This Confidential Non Disclosure and Confidentiality Agreement (“Agreement “) is dated as of March 1, 2017 between Versar, Inc., a company incorporated under the laws of the State of Delaware, having its principal place of business at 6850 Versar Center, Springfield, VA, 22151 and Kingswood Capital Management, LLC with its principal place of business at 11777 San Vicente Blvd., Suite 650, Los Angeles, CA 90049 (hereinafter known collectively as “the Parties” or individually as “Party”).
EIGHTH MODIFICATION AGREEMENT (Increase)Eighth Modification Agreement • March 22nd, 2010 • Versar Inc • Services-engineering services • Virginia
THIS EIGHTH MODIFICATION AGREEMENT (this “Agreement”), effective as of the 17th day of March 2010, is by and between UNITED BANK, a Virginia banking corporation (the “Bank”); and VERSAR, INC. a Delaware corporation (“Versar”), GEOMET TECHNOLOGIES, LLC, a Maryland limited liability company (“Geomet”), VERSAR GLOBAL SOLUTIONS, INC., a Virginia corporation (“VGS”), VEC CORP., a Pennsylvania corporation and successor to Versar Environmental Company, Inc. (“VEC”), VERSAR INTERNATIONAL, INC., a Delaware corporation, formerly known as VIAP, Inc. (“Versar International”) and ADVENT ENVIRONMENTAL, INC., a Kentucky corporation (“Advent” and, together with Versar, Geomet, VGS, VEC and Versar International, individually and collectively, the “Borrower”).
CHANGE IN CONTROL SEVERANCE AGREEMENTSeverance Agreement • September 13th, 2011 • Versar Inc • Services-engineering services • Virginia
This Agreement between Cynthia A. Downes (“you”) and VERSAR, INC. (“Company”) has been entered into as of September 8, 2011. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.
Stock Option Award AgreementStock Option Award Agreement • February 15th, 2011 • Versar Inc • Services-engineering services • Virginia
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Versar, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Versar, Inc. 2010 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.
AMENDMENT NO. 1 TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 6th, 2017 • Versar Inc • Services-engineering services
WHEREAS, VERSAR, INC. (“Company”) and CHRISTINE B. TARRAGO (“Executive”) have entered into that certain Change in Control Severance Agreement dated June 15, 2017, as amended (“Agreement”);
Membership Interest Purchase Agreement By and Among Versar, Inc. Johnson Controls Federal Systems, Inc. And Johnson Controls, Inc. September 4, 2015Membership Interest Purchase Agreement • September 9th, 2015 • Versar Inc • Services-engineering services • Wisconsin
This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of September 4, 2015 (the “Effective Date”), by and among Versar, Inc., a Delaware corporation (the “Buyer”), Johnson Controls Federal Systems, Inc., a Delaware corporation (“JCFS”), and Johnson Controls, Inc., a Wisconsin corporation (“Johnson Controls” and together with JCFS, collectively, the “Sellers” and each a “Seller”).
NINTH MODIFICATION AGREEMENT (Extension)Ninth Modification Agreement • November 8th, 2010 • Versar Inc • Services-engineering services • Virginia
THIS NINTH MODIFICATION AGREEMENT (this “Agreement”), effective as of the 30th day of September 2010, is by and between UNITED BANK, a Virginia banking corporation (the “Bank”); and VERSAR, INC. a Delaware corporation, GEOMET TECHNOLOGIES, LLC, a Maryland limited liability company, VERSAR GLOBAL SOLUTIONS, INC., a Virginia corporation, VEC CORP., a Pennsylvania corporation and successor to Versar Environmental Company, Inc., VERSAR INTERNATIONAL, INC., a Delaware corporation, formerly known as VIAP, Inc., and ADVENT ENVIRONMENTAL, INC., a Kentucky corporation (individually and collectively, the “Borrower”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • July 7th, 2014 • Versar Inc • Services-engineering services • Virginia
This Separation Agreement and General Release ("Agreement") is entered into by and between J. Joseph Tyler ("Employee") and Versar, Inc. ("Versar" or the "Company"). The parties to this Agreement are hereafter referred to as “Parties.”
EXHIBIT 2.1Agreement to Merge • May 30th, 1997 • Versar Inc • Services-engineering services • Delaware
SHARE PURCHASE AGREEMENT among Geoi Limited a private limited company of England and Wales; Versar, Inc. a Delaware corporation; Professional Protection Systems Limited a private limited company of England and Wales; the Sellers; and the Neil Bruce...Share Purchase Agreement • January 8th, 2010 • Versar Inc • Services-engineering services • England and Wales
This Share Purchase Agreement (this “Agreement”) is made and entered into as of January 5, 2010 (the “Agreement Date”), by and among Versar, Inc., a Delaware corporation (“Versar”) and GEOI 1 Limited, a private limited company of England and Wales with company number 07114583 whose registered office is at Protection House, Sherbourne Drive, Tilbrook, Milton Keynes MK7 8HX (“Purchaser”), Professional Protection Systems, Ltd., a private limited company of England and Wales (the “Company”), Stephen Nobbs (“Nobbs”), Mark Whitcher (“Whitcher”), Stephen Kimbell, Peter Holden, Timothy Clark, Jonathan Hambleton, Richard Brown, Simon Cuthbertson, Oliver Wright and Ingrid Sladden (each a “Seller” and together the “Sellers”) and Richard Martin Frimston, Stuart Leaman and Richard Benson in their capacity as executors of the estate of Neil Bruce Copp, being a deceased shareholder (the “Neil Bruce Copp Shareholder”), each of whom is an existing shareholder of the Company. Capitalized terms used in t
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • October 6th, 2017 • Versar Inc • Services-engineering services • Virginia
This Agreement between Alessandria Albers (“you”) and VERSAR, INC. (“Company”) has been entered into as of May 12, 2014. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.
STOCK PURCHASE AGREEMENT by and among VERSAR, INC., J.M. WALLER ASSOCIATES, INC. and THE SHAREHOLDERS NAMED THEREIN DATED JUNE 30, 2014 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 7th, 2014 • Versar Inc • Services-engineering services • Virginia
NSN 7540-01-152-8069 STANDARD FORM 26 (Rev 4-85) Previous Editions unusable Prescribed by GSA FAR (48 CFR) 53.214 (a) ConWrite Version 5.5.2 Created 20 Nov 2003 8:11 AMVersar Inc • September 27th, 2004 • Services-engineering services
311TH HUMAN SYSTEMS WING/PKV DCMA SAN ANTONIO 3300 SIDNEY BROOKS 615 EAST HOUSTON ST BROOKS CITY BASDE TX 78235-5112 P O BOX 1040 LINDA M. RUCH 210-536-4204 SAN ANTONIO TX 78294-1040 Linda.ruch@brooks.af.mil SCD: C PAS: (NONE) 7. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, CITY, COUNTY, STATE AND ZIP CODE) VERSAR, INC.
Restricted Share Award AgreementRestricted Share Award Agreement • February 15th, 2011 • Versar Inc • Services-engineering services • Virginia
You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award Agreement”), and in the Versar, Inc. 2010 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.
