SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT among THE O’GARA GROUP, INC. and THE SHAREHOLDERS OF THE O’GARA GROUP, INC. DATED AS OF: JULY 14, 2006Shareholders Agreement • November 24th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of July 14, 2006 (this “Agreement”) is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P. a Delaware limited partnership (“WIP”), WALNUT PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“WPEF”) (WIP and WPEF collectively, “Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), MARK J. HAUSER (“Hauser”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), WILLIAM J. MOTTO (“Motto”), PMR, LLC, a Vermont limited liability company (“PMR”), THE THOMAS M. O’GARA FAMILY TRUST (“T. O’Gara”), WILFRED T. O’GARA (“W. O’Gara”), MICHAEL J. LENNON (“Lennon”), KURT M. CAMPBELL (“Campbell”) and the other shareholders of the Company listed on the signature pages hereof. Capitalized terms used herein but not otherwise defined shall have the meanings respectively ascribed thereto in the Recapitalization Agreement (as hereinafter defined).
INVESTMENT AND RECAPITALIZATION AGREEMENT dated as of July 14, 2006 among THE O’GARA GROUP, INC., WALNUT INVESTMENT PARTNERS, L.P., WALNUT PRIVATE EQUITY FUND, L.P., WALNUT HOLDINGS O’GARA LLC, HAUSER 43, LLC, PMR, LLC, THE THOMAS M. O’GARA FAMILY...Shareholders Agreement • November 24th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS INVESTMENT AND RECAPITALIZATION AGREEMENT (“Agreement”) dated as of the 14th day of July 2006 is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“WIP”), WALNUT PRIVATE EQUITY FUND, L.P., a Delaware limited partnership (“WPEF”) (WIP and WPEF collectively, “Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), PMR, LLC, a Vermont limited liability company (“PMR”), THE THOMAS M. O’GARA FAMILY TRUST (“T. O’Gara”) and KURT M. CAMPBELL (“Campbell”) (Walnut, WHO, Hauser LLC, PMR, T. O’Gara and Campbell collectively, the “Investors”; individually, an “Investor”).
INVESTMENT AGREEMENT effective as of December 17, 2007 among THE O’GARA GROUP, INC., WALNUT INVESTMENT PARTNERS, L.P., WALNUT HOLDINGS O’GARA LLC, HAUSER 43, LLC, MARK J. HAUSER, MARGIE HAUSER, PMR, LLC, BULLIMORE LIMITED, WILFRED T. O’GARA, KURT M....Shareholders Agreement • November 24th, 2008 • O'Gara Group, Inc. • Optical instruments & lenses • Ohio
THIS INVESTMENT AGREEMENT (“Agreement”) effective as of the 17th day of December 2007 is made among THE O’GARA GROUP, INC., an Ohio corporation (the “Company”), WALNUT INVESTMENT PARTNERS, L.P., a Delaware limited partnership (“Walnut”), WALNUT HOLDINGS O’GARA LLC, an Ohio limited liability company (“WHO”), HAUSER 43, LLC, an Ohio limited liability company (“Hauser LLC”), MARK J. HAUSER (“MH”), MARGIE HAUSER (“M. Hauser”) (Hauser LLC, MH and M. Hauser collectively, “Hauser”), PMR, LLC, a Vermont limited liability company (“PMR”), THE BULLIMORE LIMITED (“Bullimore”), WILFRED T. O’GARA (“W. O’Gara”), WILLIAM J. MOTTO (“Motto”), RICHARD T. HOLMAN-VLCEK (“Holman-Vlcek”), BRETT T. BEAMAN (“Beaman”) and KURT M. CAMPBELL (“Campbell”) (Walnut, WHO, Hauser, PMR, Bullimore, W. O’Gara, Motto, Holman-Vocek, Beaman and Campbell collectively, the “Investors”; individually, an “Investor”).
