TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 3rd, 2010 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of August 16, 2010 by and among FLIR Systems, Inc., an Oregon corporation (“Parent”), Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each stockholder listed on Annex I (each, a “Stockholder” and collectively, the “Stockholders”), each an owner of Shares of ICx Technologies, Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among FLIR SYSTEMS, INC. INDICATOR MERGER SUB, INC. and ICX TECHNOLOGIES, INC. August 16, 2010Agreement and Plan of Merger • September 3rd, 2010 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 16, 2010 (this “Agreement”), by and among ICx Technologies, Inc., a Delaware corporation (the “Company”), FLIR Systems, Inc., an Oregon corporation (“Parent”), and Indicator Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”).
WARRANT CANCELLATION AGREEMENTWarrant Cancellation Agreement • September 3rd, 2010 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Warrant Cancellation Agreement (this “Agreement”) dated as of August 16, 2010 is entered into by and between Valentis SB L.P. (“Holder”) and ICx Technologies, Inc., a Delaware corporation (the “Company”). Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among FLIR Systems, Inc., an Oregon corporation (“Parent”), and Indicator Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub shall merge with and into the Company with the Company as the surviving corporation (the “Merger”). Capitalized terms used and not defined herein have the meanings ascribed to them in the Merger Agreement.
Confidentiality AgreementEntire Agreement • September 3rd, 2010 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York
In connection with your consideration of a possible transaction (a “Transaction”) involving ICx Technologies, Inc. or certain of its affiliates, subsidiaries, assets and/or business divisions (collectively, the “Company”), you have requested information. In consideration of, and as a condition to, your being furnished with such information and any other Evaluation Material (as defined below), the Company hereby requests your agreement as set forth herein. As used in this letter agreement (this “Agreement”), the term “Evaluation Material” means all information regarding the Company, its businesses, technology, products, prospects and plans, a Transaction or the fact that the Company may pursue a Transaction with you or other parties, the existence and terms of this Letter Agreement and other information furnished to you in connection with the Transaction by the Company or any of its Representatives (as defined below), irrespective of form or medium of communication, whether prepared by
TERMINATION OF ADMINISTRATIVE SERVICES AGREEMENTTermination of Administrative Services Agreement • September 3rd, 2010 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Termination of Administrative Services Agreement, dated as of August 16, 2010 (this “Agreement”), by and among Buyer, ICx Technologies, Inc., a Delaware corporation (the “Company”), and Wexford Capital LP, a Delaware limited partnership that is a successor by merger to Wexford Capital LLC, Connecticut limited liability company (“Wexford”)
