-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BV7q1Fb68BIuy+jrfuZRKK3erN0l/t3l4vvj1CfIhj/+SQ0EVcLmgQ1AtyZqrT09 w8VRwMzOjjR3breLsgaI7g== 0001005150-02-001294.txt : 20021119 0001005150-02-001294.hdr.sgml : 20021119 20021119120618 ACCESSION NUMBER: 0001005150-02-001294 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20021119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX CORPORATION CENTRAL INDEX KEY: 0000355199 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 540846569 STATE OF INCORPORATION: VA FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33744 FILM NUMBER: 02832468 BUSINESS ADDRESS: STREET 1: 9150 GILFORD RD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 3019397000 MAIL ADDRESS: STREET 1: 9150 GUILFORD ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEF OPTICAL INVESTMENT CO LLC CENTRAL INDEX KEY: 0001123876 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1225 I STREET, NW, SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20005 BUSINESS PHONE: 2024894500 MAIL ADDRESS: STREET 1: 1225 I STREET, NW, SUITE 900 CITY: WASHINGTON STATE: DC ZIP: 20005 SC 13D/A 1 sch13da.txt SCHEDULE 13D/A CUSIP No. 296744 10 5 13D/A Page 1 of 89 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D/A* (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Essex Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 296744 10 5 (CUSIP Number) James P. Gregory 1225 Eye Street, N.W., Washington, DC 20005 (202) 789-4500 (Name, address and telephone number of person authorized to receive notices and communications) October 17, 2002 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) ---------------- *The remainder of this cover page shall be filled out for a Reporting Person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) CUSIP No. 296744 10 5 13D/A Page 2 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GEF Optical Investment Company, LLC - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 2,248,200 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 2,248,200 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,248,200 CUSIP No. 296744 10 5 13D/A Page 3 of 89 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.51% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 4 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) H. Jeffrey Leonard - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** PF - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 31,500 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 2,248,200 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 31,500 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 2,248,200 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,279,700 CUSIP No. 296744 10 5 13D/A Page 5 of 89 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.02% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 6 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marie S. Minton - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** NOT APPLICABLE - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 2,248,200 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 2,248,200 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,248,200 CUSIP No. 296744 10 5 13D/A Page 7 of 89 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.51% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 8 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James P. Gregory - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** NOT APPLICABLE - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 2,248,200 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 2,248,200 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,248,200 CUSIP No. 296744 10 5 13D/A Page 9 of 89 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.51% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 10 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Global Environment Capital Company, LLC - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 2,248,200 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 2,248,200 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,248,200 CUSIP No. 296744 10 5 13D/A Page 11 of 89 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.51% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 12 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Networking Ventures, LLC - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Maryland - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,330,000 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,330,000 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,330,000 - -------------------------------------------------------------------------------- CUSIP No. 296744 10 5 13D/A Page 13 of 89 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.60% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 14 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John G. Hannon - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** PF - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 225 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,330,000 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 225 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,330,000 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,330,225 CUSIP No. 296744 10 5 13D/A Page 15 of 89 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.60% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 16 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Caroline S. Pisano - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** PF - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER 6,000 SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 1,330,000 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER 6,000 REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 1,330,000 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,336,000 CUSIP No. 296744 10 5 13D/A Page 17 of 89 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.69% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** IN - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 18 of 89 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Global Environment Strategic Technology Partners, LP - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a) [ ] (b) [X] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS ** WC - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER 2,248,200 OWNED BY -------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER -0- REPORTING -------------------------------------------------------------- PERSON WITH (10) SHARED DISPOSITIVE POWER 2,248,200 -------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,248,200 CUSIP No. 296744 10 5 13D/A Page 19 of 89 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.51% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON ** OO - -------------------------------------------------------------------------------- ** SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 296744 10 5 13D/A Page 20 of 89 Item 1. Security and Issuer. The Reporting Persons, as defined below, hereby amend and restate the report on Schedule 13D filed by the Reporting Persons on September 18, 2000, as amended by the reports on Schedule 13D filed by the Reporting Persons on January 10, 2001 and November 1, 2001 (the "Original Schedule 13D"). This statement relates to the Common Stock (the "Common Stock") of Essex Corporation, a Virginia corporation (the "Company"), and shares of Common Stock issuable upon exercise of certain Common Stock Purchase Warrants of the Company (the "2002 Warrants," and together with the Common Stock, the "Stock"). The Company's principal executive offices are located at 9150 Guilford Road, Columbia, MD 21046. Item 2. Identity and Background. (a) This statement is filed by: (i) GEF Optical Investment Company, a Delaware limited liability company ("GEF"), with respect to the shares of Stock directly owned by it; (ii) Global Environment Capital Company, a Delaware limited liability company ("GECC"), with respect to the shares of Stock directly owned by GECC; (iii) Global Environment Strategic Technology Partners, LP, a Delaware limited partnership ("GESTP"), with respect to the shares of Stock directly owned by it; (iv) H. Jeffrey Leonard ("Mr. Leonard"), who serves as a director of the managing member of GEF and GECC, and as a director of the general partner of GESTP, with respect to the shares of Stock directly owned by GEF, GECC and GESTP, and 31,500 shares of Common Stock directly owned by Mr. Leonard; (v) Marie S. Minton ("Ms. Minton"), who serves as a director of the managing member of GEF and GECC, and as a director of the general partner of GESTP, with respect to the shares of Stock directly owned by GEF, GECC and GESTP; (vi) James P. Gregory ("Mr. Gregory"), who serves as a director of the managing member of GEF and GECC, and as a director of the general partner of GESTP, with respect to shares of Stock directly owned by GEF, GECC and GESTP; (vii) Networking Ventures, LLC, a Maryland limited liability company ("NV"), with respect to the shares of Stock directly owned by it; CUSIP No. 296744 10 5 13D/A Page 21 of 89 (viii) John G. Hannon ("Mr. Hannon"), who is a managing member of NV, with respect to the shares of Stock directly owned by NV and 225 shares of Common Stock directly owned by Mr. Hannon; and (ix) Caroline S. Pisano ("Ms. Pisano"), who serves as a member of NV, with respect to the shares of Stock directly owned by NV and 6,000 shares of Common Stock directly owned by Ms. Pisano. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) The address of the principal business and principal office of GEF, GECC, GESTP, Mr. Leonard, Ms. Minton, and Mr. Gregory is 1225 Eye Street, N.W., Suite 900, Washington, DC 20005. The address of the principal business and principal office of NV, Mr. Hannon and Ms. Pisano is 9150 Guilford Road, Columbia, Maryland 21046-1891. (c) The principal business of each of GEF, GECC, GESTP and NV is serving as a private investment fund. Mr. Leonard, Ms. Minton and Mr. Gregory serve as directors of the managing member of GEF and GECC, and as directors of the general partner of GESTP. Mr. Hannon serves as managing member and Ms. Pisano serves as a member of NV. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) GEF is a Delaware limited liability company. GECC is a Delaware limited liability company. GESTP is a Delaware limited partnership. NV is a Maryland limited liability company. Mr. Leonard, Ms. Minton, Mr. Gregory, Mr. Hannon and Ms. Pisano are each United States citizens. Item 3. Source and Amount of Funds and Other Consideration. On September 8, 2000, each of GEF and NV acquired 125,000 shares of Series B Convertible Preferred Stock of the Company (the "Preferred Stock") from the Company pursuant to a Securities Purchase Agreement dated as of September 7, 2000 (the "Purchase Agreement"). On each of December 15, 2000, and March 15, June 15 and September 15, 2001 each of GEF and NV acquired 31,250 shares of Preferred Stock from the Company pursuant to the Purchase Agreement. A form of the Purchase Agreement is attached hereto as Exhibit 1 and is incorporated CUSIP No. 296744 10 5 13D/A Page 22 of 89 herein by reference. Each share of Preferred Stock was converted into four shares of Common Stock on September 7, 2002. The purchase price for the Preferred Stock was $4.00 per share, for an aggregate purchase price of $2,000,000. In addition, each of GEF and NV received Warrants to purchase 1,000,000 shares of Common Stock (the "Warrants"), exercisable only on the conditions described below in Item 6 - Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. A form of the Warrant is attached hereto as Exhibit 2. Each of GEF and NV purchased the shares of Preferred Stock using their respective working capital. On September 8, 2000, Mr. Hannon purchased 4,800 shares of Common Stock at a price of $2.49 per share and Ms. Pisano purchased 6,000 shares of Common Stock at a price of $2.50 per share. On September 13, 2000, Mr. Hannon purchased 2,000 shares of Common Stock at a price of $4.8125 per share. On September 15, 2000, Mr. Hannon purchased 2,425 shares of Common Stock at a price of $4.25 per share. Between October 11, 2000 and December 27, 2000, Mr. Hannon purchased an aggregate of 15,000 shares of Common Stock at prices ranging from $2.05 to $3.46 per share. Between December 27, 2000 and June 25, 2001, Mr. Leonard purchased 31,500 shares of Common Stock at prices ranging from $2.125 to $4.125 per share. These purchases were made in the open market, using personal funds of such Reporting Persons. On December 14, 2000, each of GEF and NV acquired 80,000 shares of Common Stock from the Company for $2.50 per share, or an aggregate purchase price of $400,000. These 160,000 shares of Common Stock were acquired pursuant to a Securities Purchase Agreement (the "Common Purchase Agreement"). Between November 21, 2000 and February 27, 2001, Mr. Hannon gifted an aggregate of 24,000 shares of Common Stock to various donees. On March 29, 2001, each of GEF and NV acquired 62,500 shares of Common Stock from the Company for $4.00 per share pursuant to a Securities Purchase Agreement dated as of March 15, 2001 (the "Second Common Purchase Agreement"). On each of June 1, August 3, and September 28, 2001, each of GEF and NV acquired 62,500 shares of Common Stock from the Company for $4.00 per share pursuant to the Second Common Purchase Agreement for an aggregate purchase price under the Second Common Purchase Agreement of $2,000,000. Between August 24, 2001 and March 25, 2002, GECC purchased 123,200 shares of Common Stock on the open market at prices ranging from $4.02 to $6.12 per share. On March 25, 2002, GECC sold 5,000 shares of Common Stock on the open market at a price of $5.73 per share. On each of February 19, 2002 and February 28, 2002, GESTP acquired 19,231 shares of Common Stock from the Company for $6.50 per share, or an aggregate purchase price of $250,003. These 38,462 shares of Common Stock were acquired pursuant to a Securities Purchase Agreement (the "Third Common Purchase Agreement"). On October 17, 2002, GESTP acquired 50,000 shares of Common Stock from the Company for $3.00 per share, or an aggregate purchase price of $150,000. These 50,000 shares of Common Stock were acquired pursuant to a Securities Purchase Agreement (the "Fourth Common Purchase Agreement"). In addition, GESTP received two warrants to purchase up to an aggregate of 666,666 shares of Common Stock (the "2002 Warrants"). The exercise price of such Warrants is dependent on the market price for the Common Stock but will not exceed $3.25 per share with respect to the first of such warrants or $3.50 per share with respect to the second of such Warrants and will not be less than $3.00 per share. GESTP has deposited $100,000 with the Company which will be applied to the exercise price of the 2002 Warrants. Each of GEF, NV GECC and GESTP purchased the shares of Common Stock using their respective working capital. On November 4, 2002, GESTP acquired an additional 44,872 shares of Common Stock from the Company. The purchase price of the shares acquired pursuant to the Third Common Purchase Agreement had been adjusted pursuant to the terms of an Amendment to the Third Common Purchase Agreement; in lieu of taking cash for the adjusted purchase price, GESTP acquired additional shares of Common Stock. CUSIP No. 296744 10 5 13D/A Page 23 of 89 Item 4. Purpose of the Transaction. The purpose of the acquisition of the Preferred Stock by the Reporting Persons was for investment and to give the Reporting Persons certain management rights for purposes of maximizing the long-term value of the Company. The purpose of the acquisition of the Common Stock by the Reporting Persons was for investment. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Company, to dispose of, or cause to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Company or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) Each of GEF, GECC, GESTP, Mr. Leonard, Ms. Minton and Mr. Gregory may be deemed the beneficial owner of 2,248,200 shares of Common Stock. This amount is calculated based on the 1,330,000 shares of Common Stock held for the account of GEF, the 118,200 shares of Common Stock held for the account of GECC, the 133,334 shares of Common Stock held for the account of GESTP and the 666,666 shares of Common Stock issuable to GESTP upon exercise of the 2002 Warrants. This amount does not include any shares issuable upon exercise of the Warrants since it cannot currently be determined whether such Warrants are exercisable within 60 days. See Item 6 - Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The 2,248,200 shares of Common Stock comprise approximately 36.51% of the total number of shares of Common Stock outstanding based on the Company's statement in its Quarterly Report on Form 10-Q filed with the SEC on August 15, 2002 that it has 5,396,792 shares of Common Stock outstanding, its reservation of 666,666 shares of Common Stock for issuance upon conversion of the 2002 Warrants, the issuance of 50,000 shares of Common Stock on October 17, 2002, and the issuance of 44,872 shares on November 4, 2002. Mr. Leonard, Ms. Minton and Mr. Gregory disclaim beneficial ownership of such shares. Each of NV, Mr. Hannon and Ms. Pisano may be deemed to be the beneficial owner of the 1,330,000 shares of Common Stock held for the account of NV. This amount does not include any shares issuable upon exercise of the Warrants for the reasons noted above. The 1,330,000 shares of Common Stock comprise approximately 21.60% of the total number of shares of Common Stock outstanding. (b) (i) GEF, GECC, GESTP, Mr. Leonard, Ms. Minton and Mr. Gregory may be deemed to have the sole power to vote and direct disposition of the 1,330,000 shares of Common Stock held for the account of GEF, the 118,200 shares of Common Stock held for the account of GECC, the 133,334 shares of Common stock held for the account of GESTP and the 666,666 shares of Common Stock issuable to GESTP upon exercise of the 2002 Warrants. CUSIP No. 296744 10 5 13D/A Page 24 of 89 (i) In addition to his interests described above in this Item 5, Mr. Leonard has sole voting and disposition power with respect to the 31,500 shares of Common Stock held by him. (ii) NV, Mr. Hannon and Ms. Pisano may be deemed to have the sole power to vote and direct the disposition of the 1,330,000 shares of Common Stock held for the account of NV. (iii) In addition to their interests described above in this Item 5, Mr. Hannon and Ms. Pisano have sole voting and disposition power with respect to the 225 shares and 6,000 shares of Common Stock, respectively held by them. (c) Except as described herein, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days. (d) The members of GEF have the right to participate in the receipt of dividends from, or proceeds from the sale of, the stock held by GEF in accordance with their membership interests in GEF. The members of GECC have the right to participate in the receipt of dividends from, or proceeds from the sale of, the stock held by GECC in accordance with their membership interests in GECC. The partners of GESTP have the right to participate in the receipt of dividends from, or from the sale of, the stock held by GESTP in accordance with their partnership interests in GESTP. The members of NV have the right to participate in the receipt of dividends from, or proceeds from the sale of, the stock held by NV in accordance with their membership interests in NV. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Purchase Agreement provides for the purchase of the Preferred Stock by GEF and NV and the issuance of the Warrants to GEF and NV. Under the Purchase Agreement, GEF and NV each purchased an aggregate of 250,000 shares of Preferred Stock. The Company makes customary representations and warranties to GEF and NV and has agreed as soon as practicable to secure the listing on the Nasdaq Stock Market of the shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants. In connection with the execution and delivery of the Purchase Agreement, the Company approved Articles of Amendment of its Articles of Incorporation, which set forth the terms of the Preferred Stock, including the provisions concerning voting rights described above. A copy of the Articles of Amendment is attached hereto as Exhibit 4. Each Warrant is exercisable to purchase an aggregate of 1,000,000 shares at a purchase price of $.001 per share. Such Warrants shall only be exercisable, however, as follows: If the market value of the Common Stock for five consecutive trading days, with aggregate volume on the market on which the Common Stock is traded for such five consecutive trading days of at least 100,000 shares, exceeds the amount set forth below under the heading "Share CUSIP No. 296744 10 5 13D/A Page 25 of 89 Price", the Warrant shall be exercisable to purchase the number of shares of Common Stock set forth below under the heading "Cumulative Shares Exercisable." - -------------------------------------------------------------------------------- Share Price Cumulative Shares Exercisable - -------------------------------------------------------------------------------- $10.00 250,000 - -------------------------------------------------------------------------------- $12.00 375,000 - -------------------------------------------------------------------------------- $14.00 500,000 - -------------------------------------------------------------------------------- $16.00 625,000 - -------------------------------------------------------------------------------- $18.00 750,000 - -------------------------------------------------------------------------------- $20.00 1,000,000 - -------------------------------------------------------------------------------- The Company, GEF and NV have also entered into a Registration Rights Agreement pursuant to which the Company has agreed to effect the registration of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants (the "Registrable Shares") on two occasions after June 30, 2001 if requested by the holders of at least 51% of the Registrable Shares. In addition, the Company has agreed to effect registration of such shares on Form S-3 provided such registration is not requested more than once in any 12-month period. The Company has also agreed to allow the holders of such shares to participate in registrations of shares which the Company may initiate from time to time. A copy of the Registration Rights Agreement is attached hereto as Exhibit 5. On September 8, 2000, GEF and NV entered into a Shareholders Voting Agreement. This agreement expired on September 8, 2002. As a result GEF, GECC, GESTP, Mr. Leonard, Ms. Minton and Mr. Gregory, on the one hand, and NV, Mr. Hannon and Ms. Pisano, on the other hand, no longer share voting power or power to direct the disposition of any shares of Common Stock and their respective beneficial ownership amounts have been appropriately reduced. Additionally, the Reporting Persons have entered into a Joint Acquisition Statement attached as Exhibit 6 hereto, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The Common Purchase Agreement is attached hereto as Exhibit 7. Pursuant to the Common Purchase Agreement, the Company, GEF and NV entered into a Registration Rights Agreement with respect to the shares of Common Stock purchased by GEF and NV under which the Company has agreed to allow the holders of such shares to participate in registrations of shares which the Company may initiate from time to time. A copy of the Registration Rights Agreement is attached hereto as Exhibit 8. The Second Common Purchase Agreement is attached hereto as Exhibit 9. Pursuant to the Second Common Purchase Agreement, the Company, GEF and NF entered into an Amendment No. 2 to Registration Rights Agreement (the "Amendment") with respect to the shares of Common Stock purchased by GEF and NV under which the Company has agreed to allow the holders of such shares to participate in registrations of shares which the Company may initiate from time to time. A copy of the Amendment is attached hereto as Exhibit 10. CUSIP No. 296744 10 5 13D/A Page 26 of 89 The Third Common Purchase Agreement is attached hereto as Exhibit 11. Pursuant to the Third Common Purchase Agreement, the Company and GESTP are parties to a Registration Rights Agreement with respect to the shares of Common Stock purchased by GESTP under the Third Common Purchase Agreement, under which the Company has agreed to allow the holders of such shares to participate in registrations of shares which the Company may initiate from time to time. A copy of such Registration Rights Agreement is attached hereto as Exhibit 12. The Fourth Common Purchase Agreement is attached hereto as Exhibit 13. Pursuant to the Fourth Common Purchase Agreement, the Company and GESTP entered into a Registration Rights Agreement with respect to the shares of Common Stock purchased by GESTP under the Fourth Common Purchase Agreement or the 2002 Warrants, under which the Company has agreed to allow the holders of such shares to participate in registrations of shares which the Company may initiate from time to time. A copy of such Registration Rights Agreement is attached hereto as Exhibit 14. Copies of the 2002 Warrants are attached hereto as Exhibits 15 and 16, respectively. Item 7. Materials to be Filed as Exhibits. There is filed herewith the following Exhibits: Exhibit 1 - Securities Purchase Agreement dated September 7, 2000 among the Company, GEF and NV (incorporated herein by reference to Exhibit 1 of the Original Schedule 13D). Exhibit 2 - Form of Common Stock Warrant issued to each of GEF and NV by the Company on September 8, 2000 (incorporated herein by reference to Exhibit 2 of the Original Schedule 13D). Exhibit 3 - Shareholders Voting Agreement dated September 8, 2000 between GEF and NV (incorporated herein by reference to Exhibit 3 of the Original Schedule 13D). Exhibit 4 - Articles of Amendment of Articles of Incorporation of the Company, containing terms of Preferred Stock (incorporated herein by reference to Exhibit 4 of the Original Schedule 13D). Exhibit 5 - Registration Rights Agreement dated September 7, 2000 among the Company, GEF and NV (incorporated herein by reference to Exhibit 5 of the Original Schedule 13D). Exhibit 6 - A written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Exhibit 7 - Securities Purchase Agreement dated December 14, 2000 among the Company, GEF and NV (incorporated herein by reference to Exhibit 7 of the Original Schedule 13D). CUSIP No. 296744 10 5 13D/A Page 27 of 89 Exhibit 8 - Registration Rights Agreement dated December 14, 2000 among the Company, GEF and NV (incorporated herein by reference to Exhibit 8 of the Original Schedule 13D). Exhibit 9 - Securities Purchase Agreement dated March 15, 2001 among the Company, GEF and NV (incorporated herein by reference to Exhibit 9 of the Original Schedule 13D). Exhibit 10 - Amendment to Registration Rights Agreement dated March 15, 2001 among the Company, GEF and NV (incorporated herein by reference to Exhibit 9 of the Original Schedule 13D). Exhibit 11 - Securities Purchase Agreement dated December 12, 2001, as amended, between the Company and GESTP. Exhibit 12 - Registration Rights Agreement dated December 12, 2001 between the Company and GESTP. Exhibit 13 - Securities Purchase Agreement dated October 17, 2002 between the Company and GESTP. Exhibit 14 - Registration Rights Agreement dated October 17, 2002 between the Company and GESTP. Exhibit 15 - Common Stock Purchase Warrant (void after December 15, 2002) issued to GESTP on October 17, 2002. Exhibit 16 - Common Stock Purchase Warrant (void after January 14, 2003) issued to GESTP on October 17, 2002. CUSIP No. 296744 10 5 13D/A Page 28 of 89 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. DATED: November 18, 2002 GEF OPTICAL INVESTMENT COMPANY, LLC NETWORKING VENTURES, LLC By: /s/ H. Jeffrey Leonard By: /s/ John G. Hannon - -------------------------------- ------------------------------------- H. Jeffrey Leonard, President John G. Hannon, Member H. JEFFREY LEONARD MARIE S. MINTON /s/ H. Jeffrey Leonard /s/ Marie S. Minton - ----------------------------------- ------------------------------------- JAMES P. GREGORY JOHN G. HANNON /s/ James P. Gregory /s/ John G. Hannon - ----------------------------------- ------------------------------------- CAROLINE S. PISANO GLOBAL ENVIRONMENT CAPITAL COMPANY, LLC /s/ Caroline S. Pisano By: /s/ H. Jeffrey Leonard - ----------------------------------- ------------------------------------- H. Jeffrey Leonard, President GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY PARTNERS, L.P. By: /s/ H. Jeffrey Leonard - ----------------------------------- H. Jeffrey Leonard Title: Authorized Representative EX-6 3 ex6.txt EXHIBIT 6 CUSIP No. 296744 10 5 13D/A Page 29 of 89 EXHIBIT 6 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him/her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: November 18, 2002 GEF OPTICAL INVESTMENT COMPANY, LLC NETWORKING VENTURES, LLC By: /s/ H. Jeffrey Leonard By: /s/ John G. Hannon - ------------------------------------ ------------------------------------- H. Jeffrey Leonard, President John G. Hannon, Member H. JEFFREY LEONARD MARIE S. MINTON /s/ H. Jeffrey Leonard /s/ Marie S. Minton - ------------------------------------ ------------------------------------- JAMES P. GREGORY JOHN G. HANNON /s/ James P. Gregory /s/ John G. Hannon - ------------------------------------ ------------------------------------- CAROLINE S. PISANO GLOBAL ENVIRONMENT CAPITAL COMPANY, LLC /s/ Caroline S. Pisano By: /s/ H. Jeffrey Leonard - ------------------------------------ ------------------------------------- H. Jeffrey Leonard, President GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY PARTNERS, L.P. By: /s/ H. Jeffrey Leonard - ------------------------------------ H. Jeffrey Leonard Title: Authorized Representative EX-11 4 ex11.txt EXHIBIT 11 EXHIBIT 11 CUSIP No. 296744 10 5 13D/A Page 30 of 89 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of December 12, 2001, by and among Essex Corporation, a Virginia corporation, with headquarters located at 9150 Guilford Road, Columbia, Maryland 21046 (the "COMPANY"), GEF Optical Investment Company, LLC (the "PURCHASER"). WHEREAS: A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D ("REGULATION D"), as promulgated by the United States Securities and Exchange Commission (the "SEC"), under the Securities Act of 1933, as amended (the "SECURITIES ACT"). B. The Purchaser desires to purchase, upon the terms and conditions stated in this Agreement, shares of Common Stock, no par value of the Company, at the option of the Company exercisable from time to time as described below. C. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering the Registration Rights Agreement, dated as of the date hereof, in the form attached hereto as Exhibit A (the "RRA") pursuant to which the Company has agreed to provide the Purchaser with certain registration rights with respect to the Shares under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws. NOW THEREFORE, the Company and the Purchaser hereby agree as follows: 1. PURCHASE AND SALE OF SHARES (a) Purchase of Shares. The Company agrees to issue and sell to the Purchaser and the Purchaser agrees to purchase up to 38,462 shares of Common Stock (the "Shares") at a price of $6.50 per share from time to time at the written request of the Company (each a "Purchase Request") made on or before January 31, 2002 and with mutual consent of the parties thereafter through June 30, 2002 (the "Commitment Period"). (b) The Closings. Each closing shall take place at the offices of the Company, 9150 Guilford Road, Columbia, Maryland 21046, within three (3) days after a Purchase Request is issued by the Company or such later date on which the conditions specified in Sections 5 and 6 below have been satisfied or waived. At each Closing, (A) the Purchaser shall pay the purchase price to the Company for the number of shares to be issued and sold to such Purchaser by check or wire transfer, and (B) the Company shall issue instructions to its transfer agent to issue a stock certificate representing the number of the Shares which such Purchaser is then purchasing hereunder. CUSIP No. 296744 10 5 13D/A Page 31 of 89 2. RESTRICTIVE LEGENDS. All certificates representing the Shares shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Any legend required by appropriate blue sky officials. 3. PURCHASERS' REPRESENTATIONS AND WARRANTIES. The Purchaser represents and warrants that: (a) Investment Purpose. The Purchaser is acquiring the Shares being purchased by it for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time, provided further, however, that such disposition shall be in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (b) Accredited Investor Status. Such Purchaser is an "accredited investor" as that term is defined in Rule 501(a)(3) of Regulation D under the Securities Act. (c) Reliance on Exemptions. Such Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares. (d) Information. Such Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares that have been requested by such Purchaser. Such Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. (e) Residency. Such Purchaser is purchasing the Shares from its office specified in its address on the Schedule of Purchasers. CUSIP No. 296744 10 5 13D/A Page 32 of 89 4. COVENANTS. (a) Reasonable Best Efforts. Each party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 5 and 6 of this Agreement. (b) Form D and Blue Sky. The Company agrees to file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Shares for sale to the Purchasers pursuant to this Agreement under applicable securities or "Blue Sky" laws of the jurisdiction of the Purchaser set forth in Section 7(f) hereof, and shall provide evidence of any such action so taken to the Purchaser. (c) Use of Proceeds. The Company will use the proceeds from the sale of the Shares for general corporate purposes. 5. CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligation of the Company to issue and sell the Shares to the Purchaser at each Closing is subject to the satisfaction, at or before each Closing, of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Purchaser with prior written notice thereof: (a) As of the Closing, such Purchaser shall have executed this Agreement and the RRA and delivered the same to the Company. (b) The representations and warranties of such Purchaser shall be true and correct in all material respects as of the Closing and such Purchaser shall have performed, satisfied and complied with the covenants, agreements and conditions required to be performed, satisfied or complied with by such Purchaser at or prior to the Closing. 6. CONDITIONS TO THE PURCHASER'S OBLIGATIONS. The obligation of the Purchaser hereunder to purchase the Shares from the Company at each Closing is subject to the satisfaction, at or before the date of such Closing, of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: (a) The Company shall have executed this Agreement and the RRA and delivered the same to such Purchaser; and (b) The Company shall cause its transfer agent to execute for delivery to such Purchaser the Stock Certificates (in such denominations as such Purchaser shall request) for the Shares being purchased by such Purchaser. 7. MISCELLANEOUS. (a) Governing Law; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law provision or rule. EACH PARTY CUSIP No. 296744 10 5 13D/A Page 33 of 89 HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. (b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. (c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. (d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. (e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Purchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the Purchaser. (f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Essex Corporation 9150 Guilford Road Columbia, Maryland 21046 Telephone: 301-939-7000 Facsimile: 301-953-7880 Attention: Leonard E. Moodispaw, President and CEO CUSIP No. 296744 10 5 13D/A Page 34 of 89 With a copy to: D. Scott Freed Whiteford, Taylor & Preston L.L.P. 7 Saint Paul Street Baltimore, Maryland 21202-1626 Telephone: 410-347-8763 Facsimile: 410-752-7092 If to the Purchaser: GEF Optical Investment Company, LLC 1225 Eye Street, N.W Suite 900 Washington, DC 20005 Attn: Mr. James Gregory, Esq. Facsimile: 202-789-4508 or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. (g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Shares. The Company shall not assign this Agreement or any rights or obligations hereunder including by merger or consolidation without the prior written consent of the Purchasers. (h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (i) Survival. The representations and warranties of the Purchaser contained in Section 3 and the agreements and covenants set forth in Sections 4, 5 and 6 shall survive the Closing. (j) Publicity. The Company and the Purchaser shall have the right to approve before issuance any press releases or any other public statements with respect to the transactions contemplated hereby, such consent not to be unreasonably withheld. (k) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. CUSIP No. 296744 10 5 13D/A Page 35 of 89 (l) Brokers; Placement Agent. The Company acknowledges that it has not engaged a broker or placement agent in connection with the sale of the Shares. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim for brokers', financial advisory or similar fees in connection with such transaction. [REMAINDER OF PAGE BLANK] CUSIP No. 296744 10 5 13D/A Page 36 of 89 IN WITNESS WHEREOF, the Purchaser and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above. COMPANY: ESSEX CORPORATION By: /s/ Leonard E. Moodispaw -------------------------- Name: Leonard E. Moodispaw Title: President and CEO PURCHASER: GEF OPTICAL INVESTMENT COMPANY, LLC By: /s/ H. Jeffrey Leonard ------------------------------ Name: Title: 1392722 CUSIP No. 296744 10 5 13D/A Page 37 of 89 EXHIBITS -------- Exhibit A Form of Purchase Request Exhibit B Form of RRA 1393237 EXHIBIT A ESSEX CORPORATION NOTICE OF PURCHASE REQUEST TO: GEF OPTICAL INVESTMENT COMPANY, LLC 1225 Eye Street, N.W, Suite 900 Washington, DC 20005 Attn: Mr. James Gregory, Esq. Fax No. 202-789-4508 FROM: ESSEX CORPORATION DATE: ________________ THIS NOTICE IS PROVIDED IN CONNECTION WITH THE COMMON STOCK PURCHASE AGREEMENT DATED DECEMBER ___, 2001, BY AND BETWEEN ESSEX CORPORATION AND GEF OPTICAL INVESTMENT COMPANY, LLC (THE "PURCHASE AGREEMENT"). WORDS AND EXPRESSIONS DEFINED IN THE PURCHASE AGREEMENT SHALL BEAR THE SAME MEANINGS AS IN THIS NOTICE AND THE TERMS AND CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE AND DEEMED TO BE A PART OF THIS NOTICE. Essex Corporation hereby makes a Purchase Request pursuant to the Purchase Agreement as follows: - -------------------------------------------------------------------------------- (a) No. of Shares: - -------------------------------------------------------------------------------- (b) Aggregate Purchase Price - -------------------------------------------------------------------------------- (c) Closing Date - -------------------------------------------------------------------------------- CUSIP No. 296744 10 5 13D/A Page 38 of 89 ESSEX CORPORATION By: ------------------------------ Name: Joseph R. Kurry Title: Chief Financial Officer * * * * * * * * * * We hereby confirm that each of the representations and warranties of the Purchaser in the Purchase Agreement is true and accurate on the date hereof, that the Purchaser has satisfied each condition precedent to Closing contemplated by this Notice and that the Purchaser remains in compliance with each and every obligation and covenant made by the Purchaser in the Purchase Agreement and acknowledge our obligation to purchase and pay for the Shares in accordance with the terms of the Purchase Agreement. GEF OPTICAL INVESTMENT COMPANY, LLC By: ------------------------------- Name: Title: Date: ----------------------------- CUSIP No. 296744 10 5 13D/A Page 39 of 89 AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this "Amendment") is made as of the 1st day of March, 2002, by and between Essex Corporation, a Virginia corporation with headquarters located at 9150 Guilford Road, Columbia, Maryland 21046 (the "Company") and Global Environment Strategic Technology Partners, L.P. (the "Purchaser"). WHEREAS, the Company and the Purchaser entered into a certain Securities Purchase Agreement, dated December 12, 2001 (the "Purchase Agreement"), pursuant to which the Purchaser purchased 38,462 shares of the Company's common stock (the "Common Stock") at a price equal to $6.50 per share; and WHEREAS, the Company and the Purchaser agree that the Purchaser shall be granted anti-dilution protection regarding the price per share of the Common Stock purchased by the Purchaser under the Purchase Agreement, as amended hereby; and WHEREAS, the Company and the Purchaser desire through this Amendment to amend the Purchase Agreement to reflect the foregoing; NOW, THEREFORE, in consideration of the foregoing, the Purchase Agreement is amended as follows: 1. Amendment to the Purchase Agreement. The Purchase Agreement is amended as follows: (a) By deleting Paragraph 1(a) of the Purchase Agreement and substituting the following in lieu thereof: By deleting Paragraph 1(a) of the Purchase Agreement and substituting the following in lieu thereof: "(a) The Company agrees to issue and sell to the Purchaser and the Purchaser agrees to purchase up to 38,462 shares of Common Stock at a price of $6.50 per Share; provided, however, that the price per Share shall be adjusted as follows: in the event the Company consummates a private placement of Common Stock to one or more institutional investor(s) at a price below $6.50 per share after the date hereof and on or before December 31, 2002, the price per Share paid by the Purchaser shall be reduced to the price per share paid by such institutional investor(s), but in no event shall the price per Share paid by the Purchaser be adjusted below $3.00 per Share. CUSIP No. 296744 10 5 13D/A Page 40 of 89 2. Effect of Amendment. This Amendment is intended to modify the provisions of the Purchase Agreement. In the event that there is a conflict between the terms of this Amendment and the Purchase Agreement, the parties intend that the provisions of this Amendment should govern their respective rights and obligations. Except as hereby amended, all other terms and conditions of the Purchase Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the Purchaser and the Company have caused this Amendment to Securities Purchase Agreement to be duly executed as of the date first written above. COMPANY: ESSEX CORPORATION By: s/ Leonard E. Moodispaw -------------------------- Name: Leonard E. Moodispaw Title: President and CEO PURCHASER: GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY PARTNERS, L.P. By: /s/ H. Jeffrey Leonard ------------------------------ Name: Title: EX-12 5 ex12.txt EXHIBIT 12 CUSIP No. 296744 10 5 13D/A Page 41 of 89 EXHIBIT 12 ESSEX CORPORATION ----------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- This Agreement dated as of December 12, 2001 is entered into by and among Essex Corporation, a Virginia corporation (the "Company"), and GEF Optical Investment Company, LLC (the "Purchaser"). Recitals -------- WHEREAS, the Company and the Purchaser have entered into a Securities Purchase Agreement of even date herewith (the "Purchase Agreement"); and WHEREAS, the Company and the Purchaser desire to provide for certain arrangements with respect to the registration of shares of capital stock of the Company under the Securities Act of 1933; NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 1. Certain Definitions. ------------------- As used in this Agreement, the following terms shall have the following respective meanings: "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Stock" means the common stock of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. "Other Holders" shall mean holders of securities of the Company (other than the Stockholders) who are entitled, by contract with the Company, to have securities included in a Registration Statement. "Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. "Registration Statement" means a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation). CUSIP No. 296744 10 5 13D/A Page 42 of 89 "Registration Expenses" means the expenses described in Section 2.3. "Registrable Shares" means (i) the shares of Common Stock sold to Purchaser under the Purchase Agreement and (ii) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); provided, however, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares upon (i) any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) any sale in any manner to a person or entity which, by virtue of Section 3 of this Agreement, is not entitled to the rights provided by this Agreement. "Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. "Selling Stockholder" means any Stockholder owning Registrable Shares included in a Registration Statement. "Stockholders" means the Purchaser and any persons or entities to whom the rights granted under this Agreement are transferred by the Purchaser or its successors or assigns pursuant to Section 3 hereof. 2. Registration Rights ------------------- 2.1 Incidental Registration. ----------------------- (a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.1(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.1 without obligation to any Stockholder. (b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any other provision of CUSIP No. 296744 10 5 13D/A Page 43 of 89 this Section 2.1, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 2.2 Registration Procedures. ----------------------- (a) If and whenever the Company effects the registration of any Registrable Shares under the Securities Act, the Company shall: (i) furnish to each Selling Stockholder such reasonable numbers of copies of the Prospectus, including any preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by such Selling Stockholder; (ii) use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the Selling Stockholder; provided, however, that the Company shall not be required in connection with this paragraph (ii) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction; (iii) cause all such Registrable Shares to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed; (iv) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement; CUSIP No. 296744 10 5 13D/A Page 44 of 89 (v) make available for inspection by the Selling Stockholders, any managing underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Selling Stockholders, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement; (vi) notify each Selling Stockholder, promptly after it shall receive notice thereof, of the time when such Registration Statement has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; and (vii) notify each seller of such Registrable Shares of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus. (b) If the Company has delivered a Prospectus to the Selling Stockholders and after having done so the Prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Selling Stockholders and, if requested, the Selling Stockholders shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide the Selling Stockholders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Stockholders shall be free to resume making offers of the Registrable Shares. (c) In the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all Selling Stockholders to such effect, and, upon receipt of such notice, each such Selling Stockholder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until such Selling Stockholder has received copies of a supplemented or amended Prospectus or until such Selling Stockholder is advised in writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. 2.3 Allocation of Expenses. The Company will pay all Registration Expenses for all registrations under this Agreement. For purposes of this Section, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and the fees and expenses of one counsel selected by the Selling Stockholders to represent the Selling Stockholders, state Blue Sky fees and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of Selling Stockholders' own counsel (other than the counsel selected to represent all Selling Stockholders). CUSIP No. 296744 10 5 13D/A Page 45 of 89 2.4 Indemnification and Contribution. (a) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Stockholder, each underwriter of such Registrable Shares, and each other person, if any, who controls such Selling Stockholder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such Selling Stockholder, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such Selling Stockholder, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such Selling Stockholder, underwriter or controlling person specifically for use in the preparation thereof. (b) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of Registrable Shares sold in connection with such registration. CUSIP No. 296744 10 5 13D/A Page 46 of 89 (c) Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 2.4 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Selling Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Selling Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Selling Stockholders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph of Section 2.4, (a) in no case shall any one Selling Stockholder be liable or responsible for any amount in excess of the net proceeds received by such Selling Stockholder from the offering of Registrable Shares and (b) the Company shall be liable and responsible for any amount in excess of such proceeds; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Any party entitled to CUSIP No. 296744 10 5 13D/A Page 47 of 89 contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld. 2.5 Information by Holder. Each holder of Registrable Shares included in any registration shall furnish to the Company such information regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. 2.6 "Stand-Off" Agreement; Confidentiality of Notices. Each Stockholder, if requested by the Company and the managing underwriter of an underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Registrable Shares or other securities of the Company held by such Stockholder for a period of 90 days following the effective date of a Registration Statement; provided, that all stockholders of the Company then holding at least 5% of the outstanding Common Stock (on an as-converted basis) and all officers and directors of the Company enter into similar agreements. The Company may impose stop-transfer instructions with respect to the Registrable Shares or other securities subject to the foregoing restriction until the end of such 90-day period. Any Stockholder receiving any written notice from the Company regarding the Company's plans to file a Registration Statement shall treat such notice confidentially and shall not disclose such information to any person other than as necessary to exercise its rights under this Agreement. 2.7 Rule 144 Requirements. The Company agrees to: (a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration. CUSIP No. 296744 10 5 13D/A Page 48 of 89 2.8 Termination. All of the Company's obligations to register Registrable Shares under Section 2.1 of this Agreement shall terminate five years after the date of this Agreement. 3. Transfers of Rights. This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any partner, member, stockholder or affiliate of such Purchaser, and such transferee shall be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company and agrees in writing to be bound hereby. 4. General. (a) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (b) Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, the Purchaser shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia (without reference to the conflicts of law provisions thereof). (d) Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below: If to the Company, at 9150 Guilford Road, Columbia, MD 21046, Attention: President, or at such other address or addresses as may have been furnished in writing by the Company to the Purchaser, with a copy to D. Scott Freed, Esquire, Whiteford, Taylor & Preston L.L.P., Seven St. Paul Street, Baltimore, Maryland 21202; or If to the Purchaser, at 1225 Eye Street, N.W, Suite 900, Washington, DC 20005, Attention: Mr. James Gregory, Esq., or at such other address or addresses as may have been furnished to the Company in writing by the Purchaser. Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section. CUSIP No. 296744 10 5 13D/A Page 49 of 89 (e) Complete Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. (f) Amendments and Waivers. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the holders of at least 51% of the Registrable Shares held by all of the Stockholders. Notwithstanding the foregoing, this Agreement may be amended or terminated, and any right hereunder may be waived with respect to all parties to this Agreement with the consent of the holders of less than all Registrable Shares only in a manner which applies to all such holders in the same fashion. Any such amendment, termination or waiver effected in accordance with this Section 4(f) shall be binding on all parties hereto, even if they do not execute such consent and the Company. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. (g) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. (h) Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures. (i) Section Headings. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. CUSIP No. 296744 10 5 13D/A Page 50 of 89 Executed as of the date first written above. COMPANY: ESSEX CORPORATION By: /s/ Leonard E. Moodispaw -------------------------- Name: Leonard E. Moodispaw Title: Pres/CEO PURCHASER: GEF OPTICAL INVESTMENT COMPANY, LLC By: /s/ H. Jeffrey Leonard -------------------------- Name: Title: 1392723 EX-13 6 ex13.txt EXHIBIT 13 CUSIP No. 296744 10 5 13D/A Page 51 of 89 EXHIBIT 13 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of October 17, 2002, by and among Essex Corporation, a Virginia corporation, with headquarters located at 9150 Guilford Road, Columbia, Maryland 21046 (the "COMPANY") and Global Environment Strategic Technology Partners, L.P. and/or it affiliates (the "PURCHASER OR BUYER"). WHEREAS: A. The Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D ("REGULATION D"), as promulgated by the United States Securities and Exchange Commission (the "SEC"), under the Securities Act of 1933, as amended (the "SECURITIES ACT"). A. The Purchaser desires to purchase, upon the terms and conditions stated in this Agreement, shares of Common Stock, no par value of the Company, and warrants to purchase additional shares of Common Stock as described below. B. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering the Registration Rights Agreement, dated as of the date hereof, in the form attached hereto as Exhibit A (the "RRA") pursuant to which the Company has agreed to provide the Purchaser with certain registration rights with respect to the Shares under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws. NOW THEREFORE, the Company and the Purchaser hereby agree as follows: 1. PURCHASE AND SALE OF SHARES (a) Purchase of Shares. At the Initial Closing or a Subsequent Closing, as defined below, Essex shall issue and sell to the Buyer and the Buyer agrees to purchase from Essex the Common Shares and Warrants as set forth below: (i) Initial Funding - US$250,000 - at the Initial Closing, of which $150,000 shall be allocated to purchase shares of Common Stock at a share price of $3.00 and $100,000 shall be considered a deposit (the "Warrant Deposit") for exercise at the Subsequent Closings on the terms and conditions set forth below. (ii) Second Funding Transaction - US$1,000,000 on or before the sixtieth (60th) calendar day from the Initial Closing date of this Agreement. Buyer has the option but is not obligated to make this investment at a share price of $3.25 as provided in a stock purchase warrant issued pursuant hereto (the "60 Day Warrant"). Upon closing, fifty percent (50%) of the Warrant Deposit shall be credited against the purchase price payable for the shares. In the event Buyer does not exercise its rights to purchase 100% of the shares available pursuant to the 60 Day Warrant on a timely basis, Purchaser shall be deemed to have exercised the 60 Day Warrant to purchase shares at the $3.25 share price, as adjusted in accordance with Section 1(d) below, and 50% of the Warrant Deposit shall be applied in full satisfaction of the purchase price payable for such shares. CUSIP No. 296744 10 5 13D/A Page 52 of 89 (iii) Third Funding Transaction - US$1,000,000 on or before the ninetieth (90th) calendar day from the execution date of this Agreement. Buyer has the option but is not obligated to make this investment at a share price of $3.50 as provided in a stock purchase warrant issued pursuant hereto (the "90 Day Warrant"). Upon closing, fifty percent (50%) of the Warrant Deposit shall be credited against the purchase price payable for the shares. In the event Buyer does not exercise its rights to purchase 100% of the shares available pursuant to the 90 Day Warrant on a timely basis, Purchaser shall be deemed to have exercised the 90 Day Warrant to purchase shares at the $3.50 share price, as adjusted in accordance with Section 1(d) below, and 50% of the Warrant Deposit shall be applied in full satisfaction of the purchase price payable for such shares. (iv) Additional Funding Transactions - Additional Funding Transactions may be made upon mutual agreement of the parties. (b) The Initial Closing. The initial closing of the transaction contemplated hereby (the "Initial Closing") shall take place at the offices of Essex, 9150 Guilford Road, Columbia, Maryland 21046 at 10 a.m. on October 17, 2002 or such later date but in no event later than October 18, 2002. At the Initial Closing, (A) the Buyer shall pay the purchase price to Essex for the Shares to be issued and sold to the Buyer by check or wire transfer, and (B) Essex shall arrange timely delivery to the Buyer, a stock certificate representing the number of the Common Shares which the Buyer is then purchasing hereunder, duly executed on behalf of Essex and registered in the name of the Buyer or its designee. (C) Essex shall arrange timely delivery to the Buyer the Warrants for exercise at Subsequent Closings. (c) Subsequent Closings. Essex and the Buyer shall agree, prior to any subsequent closings, and subject to the sole satisfaction of the Buyer, to specific uses of proceeds to be received. It is understood by both Parties that the intent of the Buyer is to allocate its proceeds to support delivery of commercial or test marketing devices and systems to specific customers as a prelude to sales of future devices in quantity to the customer(s). Further, it is understood by both Parties that the Buyer does not anticipate exercising its options to conclude subsequent Closings in the absence of such specific customer mandates or in support of the general operations of Essex. Buyer shall reserve the right, and shall be provided all necessary information by Essex, to monitor performance by Essex of the items set forth above, and to determine, in its sole discretion, if sufficient progress has been made prior to the exercise of its warrants as set forth above. Buyer shall further reserve the right to seek further commitments from Essex prior to the exercise of its warrants as set forth above. At each Subsequent Closing, (A) the Buyer shall pay the purchase price to Essex for the Shares to be issued and sold at such Closing to the Buyer by check or wire transfer, and (B) Essex shall timely deliver to the Buyer, a Common Stock Certificate representing the number of the Shares which the Buyer is then purchasing. (d) Pricing. Pricing for the Funding Transactions specified in this Agreement shall be as set forth above. Buyer has the option but is not obligated to accelerate its execution of Funding Transactions. For all funding by the Buyer that is received within thirty (30) calendar days of the Initial Closing of this Agreement, the price per share of the Initial Funding CUSIP No. 296744 10 5 13D/A Page 53 of 89 Transaction will be used. In the event that, on the day prior to a designated closing date for any of the Funding Transactions specified in this Agreement, the 15 trading day trailing weighted moving closing price average of the Essex common stock on the OTCBB shall fall below the designated price as set forth above, the pricing for the specified Funding Transaction shall be recalculated as follows: a 15% discount from 15 trading day trailing weighted moving closing price average of the Essex common stock on the OTCBB from and including the day before the designated closing date, but not less than $3.00 per share. The pricing of Additional Transactions will be determined by mutual agreement at the time of the proposed Funding Transaction. 2. RESTRICTIVE LEGENDS. All certificates representing the Shares shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." Any legend required by appropriate blue sky officials. 3. PURCHASERS' REPRESENTATIONS AND WARRANTIES. The Purchaser represents and warrants that: (a) Investment Purpose. The Purchaser is acquiring the Shares being purchased by it for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time, provided further, however, that such disposition shall be in accordance with or pursuant to a registration statement or an exemption under the Securities Act. (b) Accredited Investor Status. Such Purchaser is an "accredited investor" as that term is defined in Rule 501(a)(3) of Regulation D under the Securities Act. (c) Reliance on Exemptions. Such Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Purchaser's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Shares. CUSIP No. 296744 10 5 13D/A Page 54 of 89 (d) Information. Such Purchaser and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares that have been requested by such Purchaser. Such Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. (e) Residency. Such Purchaser is purchasing the Shares from its office specified in its address below. 4. COVENANTS. (a) Reasonable Best Efforts. Each party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 5 and 6 of this Agreement. (b) Form D and Blue Sky. The Company agrees to file a Form D with respect to the Shares as required under Regulation D and to provide a copy thereof to the Purchaser promptly after such filing. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Shares for sale to the Purchasers pursuant to this Agreement under applicable securities or "Blue Sky" laws of the jurisdiction of the Purchaser set forth in Section 7(f) hereof, and shall provide evidence of any such action so taken to the Purchaser. (c) Use of Proceeds. Essex agrees to utilize the proceeds received from the initial closing in the manner set forth below: (i) Purchase of Test and Measurement Equipment (up to $50,000). (ii) Direct and Indirect Costs to develop and deliver Hyperfine Devices to commercial and U.S. Government customers. 5. CONDITIONS TO THE COMPANY'S OBLIGATIONS. The obligation of the Company to issue and sell the Shares to the Purchaser at each Closing is subject to the satisfaction, at or before each Closing, of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Purchaser with prior written notice thereof: (a) As of the Closing, such Purchaser shall have executed this Agreement and the RRA and delivered the same to the Company. (b) (The representations and warranties of such Purchaser shall be true and correct in all material respects as of the Closing and such Purchaser shall have performed, satisfied and complied with the covenants, agreements and conditions required to be performed, satisfied or complied with by such Purchaser at or prior to the Closing. 6. CONDITIONS TO THE PURCHASER'S OBLIGATIONS. The obligation of the Purchaser hereunder to purchase the Shares from the Company at each Closing is subject to the satisfaction, at or before the date of such Closing, of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: CUSIP No. 296744 10 5 13D/A Page 55 of 89 (a) The Company shall have executed this Agreement and the RRA and delivered the same to such Purchaser; (b) The provisions of Section 1(c) shall be satisfied to Buyers sole satisfaction; and (c) The Company shall cause its transfer agent to execute for delivery to such Purchaser the Stock Certificates (in such denominations as such Purchaser shall request) for the Shares being purchased by such Purchaser. 7. MISCELLANEOUS. (a) Governing Law; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law provision or rule. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. (b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature. (c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. (d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. (e) Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Purchaser, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the Purchaser. (f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day CUSIP No. 296744 10 5 13D/A Page 56 of 89 after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Essex Corporation 9150 Guilford Road Columbia, Maryland 21046 Telephone: 301-939-7000 Facsimile: 301-953-7880 Attention: Leonard E. Moodispaw, President and CEO With a copy to: D. Scott Freed Whiteford, Taylor & Preston L.L.P. 7 Saint Paul Street Baltimore, Maryland 21202-1626 Telephone: 410-347-8763 Facsimile: 410-752-7092 If to the Purchaser: Global Environment Strategic Technology Partners, L.P. 1225 Eye Street, N.W Suite 900 Washington, DC 20005 Attn: Mr. James Gregory, Esq. Facsimile: 202-789-4508 or to such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively. (g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of the Shares. The Company shall not assign this Agreement or any rights or obligations hereunder including by merger or consolidation without the prior written consent of the Purchasers. CUSIP No. 296744 10 5 13D/A Page 57 of 89 (h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person. (i) Survival. The representations and warranties of the Purchaser contained in Section 3 and the agreements and covenants set forth in Sections 4, 5 and 6 shall survive the Closing. (j) Publicity. The Company and the Purchaser shall have the right to approve before issuance any press releases or any other public statements with respect to the transactions contemplated hereby, such consent not to be unreasonably withheld. (k) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. (l) Brokers; Placement Agent. The Company acknowledges that it has not engaged a broker or placement agent in connection with the sale of the Shares. The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, attorney's fees and out-of-pocket expenses) arising in connection with any such claim for brokers', financial advisory or similar fees in connection with such transaction. [REMAINDER OF PAGE BLANK] CUSIP No. 296744 10 5 13D/A Page 58 of 89 IN WITNESS WHEREOF, the Purchaser and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first written above. COMPANY: ESSEX CORPORATION By: /s/ Joseph R. Kurry, Jr. -------------------------- Name: Joseph R. Kurry, Jr. Title: CFO PURCHASER: GLOBAL ENVIRONMENT STRATEGIC TECHNOLOGY PARTNERS, L.P. By: /s/ H. Jeffrey Leonard ------------------------- Name: H. Jeffrey Leonard Title: CEO CUSIP No. 296744 10 5 13D/A Page 59 of 89 EXHIBITS -------- Exhibit A Form of RRA EX-14 7 ex14.txt EXHIBIT 14 EXHIBIT 14 CUSIP No. 296744 10 5 13D/A Page 60 of 89 ESSEX CORPORATION ----------------- REGISTRATION RIGHTS AGREEMENT ----------------------------- This Agreement dated as of October 17, 2002 is entered into by and among Essex Corporation, a Virginia corporation (the "Company"), and Global Environment Strategic Technology Partners, L.P. (the "Purchaser"). Recitals -------- WHEREAS, the Company and the Purchaser have entered into a Securities Purchase Agreement of even date herewith (the "Purchase Agreement"); and WHEREAS, the Company and the Purchaser desire to provide for certain arrangements with respect to the registration of shares of capital stock of the Company under the Securities Act of 1933; NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Stock" means the common stock of the Company. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. "Other Holders" shall mean holders of securities of the Company (other than the Stockholders) who are entitled, by contract with the Company, to have securities included in a Registration Statement. "Prospectus" means the prospectus included in any Registration Statement, as amended or supplemented by an amendment or prospectus supplement, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. "Registration Statement" means a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation). CUSIP No. 296744 10 5 13D/A Page 61 of 89 "Registration Expenses" means the expenses described in Section 2.3. "Registrable Shares" means (i) the shares of Common Stock sold to Purchaser under the Purchase Agreement and the Warrant Shares, and (ii) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); provided, however, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares upon (i) any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) any sale in any manner to a person or entity which, by virtue of Section 3 of this Agreement, is not entitled to the rights provided by this Agreement. "Securities Act" means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect. "Selling Stockholder" means any Stockholder owning Registrable Shares included in a Registration Statement. "Stockholders" means the Purchaser and any persons or entities to whom the rights granted under this Agreement are transferred by the Purchaser or its successors or assigns pursuant to Section 3 hereof. "60 Day Warrant" means the warrant purchased by Purchaser pursuant to the Purchase Agreement that expires on the 60th day after issuance. "90 Day Warrant" means the warrant purchased by Purchaser pursuant to the Purchase Agreement that expires on the 90th day after issuance. "Warrant Shares" means shares of Common Stock acquired by Purchaser pursuant to the exercise of the 60 Day Warrant and/or the 90 Day Warrant. 2. Registration Rights 2.1 Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.1(b). Upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.1 without obligation to any Stockholder. CUSIP No. 296744 10 5 13D/A Page 62 of 89 (b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any other provision of this Section 2.1, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted or as-exercised basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 2.2 Registration Procedures. (a) If and whenever the Company effects the registration of any Registrable Shares under the Securities Act, the Company shall: (i) furnish to each Selling Stockholder such reasonable numbers of copies of the Prospectus, including any preliminary Prospectus, in conformity with the requirements of the Securities Act, and such other documents as such Selling Stockholder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Shares owned by such Selling Stockholder; (ii) use its best efforts to register or qualify the Registrable Shares covered by the Registration Statement under the securities or Blue Sky laws of such states as the Selling Stockholders shall reasonably request, and do any and all other acts and things that may be necessary or desirable to enable the Selling Stockholders to consummate the public sale or other disposition in such states of the Registrable Shares owned by the Selling Stockholder; provided, however, that the Company shall not be required in connection with this paragraph (ii) to qualify as a foreign CUSIP No. 296744 10 5 13D/A Page 63 of 89 corporation or execute a general consent to service of process in any jurisdiction; (iii) cause all such Registrable Shares to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed; (iv) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement; (v) make available for inspection by the Selling Stockholders, any managing underwriter participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the Selling Stockholders, all financial and other records, pertinent corporate documents and properties of the Company and cause the Company's officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such Registration Statement; (vi) notify each Selling Stockholder, promptly after it shall receive notice thereof, of the time when such Registration Statement has become effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed; and (vii) notify each seller of such Registrable Shares of any request by the Commission for the amending or supplementing of such Registration Statement or Prospectus. (b) If the Company has delivered a Prospectus to the Selling Stockholders and after having done so the Prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Selling Stockholders and, if requested, the Selling Stockholders shall immediately cease making offers of Registrable Shares and return all Prospectuses to the Company. The Company shall promptly provide the Selling Stockholders with revised Prospectuses and, following receipt of the revised Prospectuses, the Selling Stockholders shall be free to resume making offers of the Registrable Shares. (c) In the event that, in the judgment of the Company, it is advisable to suspend use of a Prospectus included in a Registration Statement due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company believes public disclosure would be detrimental to the Company, the Company shall notify all Selling Stockholders to such effect, and, upon receipt of such notice, each such Selling Stockholder shall immediately discontinue any sales of Registrable Shares pursuant to such Registration Statement until such Selling Stockholder has received copies of a supplemented or amended Prospectus or until such Selling Stockholder is advised in writing by the Company that the then current Prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. CUSIP No. 296744 10 5 13D/A Page 64 of 89 2.3 Allocation of Expenses. The Company will pay all Registration Expenses for all registrations under this Agreement. For purposes of this Section, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and expenses of counsel for the Company and the fees and expenses of one counsel selected by the Selling Stockholders to represent the Selling Stockholders, state Blue Sky fees and expenses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of Selling Stockholders' own counsel (other than the counsel selected to represent all Selling Stockholders). 2.4 Indemnification and Contribution. (a) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Stockholder, each underwriter of such Registrable Shares, and each other person, if any, who controls such Selling Stockholder or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such Selling Stockholder, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such Selling Stockholder, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such Selling Stockholder, underwriter or controlling person specifically for use in the preparation thereof. (b) In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, CUSIP No. 296744 10 5 13D/A Page 65 of 89 any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information relating to such Selling Stockholder furnished in writing to the Company by or on behalf of such Selling Stockholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; provided, however, that the obligations of a Selling Stockholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Stockholder of Registrable Shares sold in connection with such registration. (c) Each party entitled to indemnification under this Section (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section except to the extent that the Indemnifying Party is adversely affected by such failure. The Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; provided further that in no event shall the Indemnifying Party be required to pay the expenses of more than one law firm per jurisdiction as counsel for the Indemnified Party. The Indemnifying Party also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such defense. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 2.4 is due in accordance with its terms but for any reason is held to be unavailable to an Indemnified Party in respect to any losses, claims, damages and liabilities referred to herein, then the Indemnifying Party shall, in lieu of indemnifying such Indemnified Party, contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities to which such party may be subject in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Selling Stockholders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Selling Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact related to information supplied by the Company or the Selling Stockholders and the CUSIP No. 296744 10 5 13D/A Page 66 of 89 parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph of Section 2.4, (a) in no case shall any one Selling Stockholder be liable or responsible for any amount in excess of the net proceeds received by such Selling Stockholder from the offering of Registrable Shares and (b) the Company shall be liable and responsible for any amount in excess of such proceeds; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve such party from any other obligation it or they may have thereunder or otherwise under this Section. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld. 2.5 Information by Holder. Each holder of Registrable Shares included in any registration shall furnish to the Company such information regarding such holder and the distribution proposed by such holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. 2.6 "Stand-Off" Agreement; Confidentiality of Notices. Each Stockholder, if requested by the Company and the managing underwriter of an underwritten public offering by the Company of Common Stock, shall not sell or otherwise transfer or dispose of any Registrable Shares or other securities of the Company held by such Stockholder for a period of 90 days following the effective date of a Registration Statement; provided, that all stockholders of the Company then holding at least 5% of the outstanding Common Stock (on an as-converted or as-exercised basis) and all officers and directors of the Company enter into similar agreements. The Company may impose stop-transfer instructions with respect to the Registrable Shares or other securities subject to the foregoing restriction until the end of such 90-day period. Any Stockholder receiving any written notice from the Company regarding the Company's plans to file a Registration Statement shall treat such notice confidentially and shall not disclose such information to any person other than as necessary to exercise its rights under this Agreement. 2.7 Rule 144 Requirements. The Company agrees to: (a) make and keep current public information about the Company available, as those terms are understood and defined in Rule 144; CUSIP No. 296744 10 5 13D/A Page 67 of 89 (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and (c) furnish to any holder of Registrable Shares upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration. 2.8 Termination. All of the Company's obligations to register Registrable Shares under Section 2.1 of this Agreement shall terminate three years after the date of this Agreement. 3. Transfers of Rights. This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any partner, member, stockholder or affiliate of such Purchaser, and such transferee shall be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company and agrees in writing to be bound hereby. 4. General. (a) invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (b) Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, the Purchaser shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to such other injunctive or other equitable relief as may be granted by a court of competent jurisdiction. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia (without reference to the conflicts of law provisions thereof). (d) Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, in each case to the intended recipient as set forth below: If to the Company, at 9150 Guilford Road, Columbia, MD 21046, Attention: President, or at such other address or addresses as may have been furnished in writing by the Company to the Purchaser, with a copy to D. Scott Freed, Esquire, Whiteford, Taylor & Preston L.L.P., Seven St. Paul Street, Baltimore, Maryland 21202; or CUSIP No. 296744 10 5 13D/A Page 68 of 89 If to the Purchaser, at 1225 Eye Street, N.W, Suite 900, Washington, DC 20005, Attention: Mr. James Gregory, Esq., or at such other address or addresses as may have been furnished to the Company in writing by the Purchaser. Any party may give any notice, request, consent or other communication under this Agreement using any other means (including, without limitation, personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended. Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section. (e) Complete Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. (f) Amendments and Waivers. Any term of this Agreement may be amended or terminated and the observance of any term of this Agreement may be waived with respect to all parties to this Agreement (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the holders of at least 51% of the Registrable Shares held by all of the Stockholders. Notwithstanding the foregoing, this Agreement may be amended or terminated, and any right hereunder may be waived with respect to all parties to this Agreement with the consent of the holders of less than all Registrable Shares only in a manner which applies to all such holders in the same fashion. Any such amendment, termination or waiver effected in accordance with this Section 4(f) shall be binding on all parties hereto, even if they do not execute such consent and the Company. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. (g) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. (h) Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document. This Agreement may be executed by facsimile signatures. (i) Section Headings. The section headings are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. CUSIP No. 296744 10 5 13D/A Page 69 of 89 Executed as of the date first written above. COMPANY: ESSEX CORPORATION By: /s/ Joseph R. Kurry, Jr. ---------------------------- Name: Joseph R. Kurry, Jr. Title: CFO PURCHASER: Global Environment Strategic Technology Partners, L.P. By: /s/ H. Jeffrey Leonard ---------------------------- Name: H. Jeffrey Leonard Title: CEO EX-15 8 ex15.txt EXHIBIT 15 CUSIP No. 296744 10 5 13D/A Page 70 of 89 EXHIBIT 15 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT Warrant No. 1 Number of Shares: up to 333,333 (subject to adjustment) Date of Issuance: October 17, 2002 ESSEX CORPORATION ----------------- Common Stock Purchase Warrant ----------------------------- (Void after December 15, 2002) Essex Corporation, a Virginia corporation (the "Company"), for value received of $100,000, hereby certifies that Global Environment Strategic Technology Partners, L.P., or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Eastern time) on December 15, 2002, up to 333,333 shares of Common Stock, of the Company, at a purchase price as set forth below. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. 1. Exercise and Payment of Purchase Price. (a) This Warrant may be exercised by the Registered Holder, in whole only (except as provided below), by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, and, in the case of Additional Investments (as defined), accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) As soon as practicable after the exercise of this Warrant, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct. (c) A certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise. 2. Additional Investments. (a) On or before December 15, 2002 the Registered Holder has the option but is not obligated to make an Additional Investment of up to $1,000,000 at a Purchase Price of $3.25 per share ("Additional Investment"). Upon closing, fifty percent (50%) of the Warrant Deposit shall be credited against the purchase price payable for the shares. In the event the Registered Holder does not exercise its rights to purchase 100% of the shares available pursuant to this Warrant on a timely basis, the Registered Holder shall be deemed to CUSIP No. 296744 10 5 13D/A Page 71 of 89 have exercised the 60 Day Warrant to purchase shares at the $3.25 share price, as adjusted in accordance with Section 2(c) below, and 50% of the Warrant Deposit shall be applied in full satisfaction of the purchase price payable for such shares. (b) Notwithstanding paragraph 2(a), if the Registered Holder makes an additional investment that is received by the Company within thirty (30) calendar days of the issuance date of this Warrant, the Purchase Price for such additional investment shall be $3.00. (c) In the event that, on the day prior to a designated closing date for exercise of the Warrant, the 15 trading day trailing weighted moving closing price average of the Essex common stock on the OTCBB shall fall below the designated price as set forth above, the Purchase Price for the exercise of the Warrant shall be recalculated as follows: a 15% discount from 15 trading day trailing weighted moving closing price average of the Essex common stock on the OTCBB from and including the day before the designated closing date, but not less than $3.00 per share. 3. Adjustments. (a) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the "Original Issue Date") effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective. (b) Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the CUSIP No. 296744 10 5 13D/A Page 72 of 89 Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. (c) Adjustment in Number of Warrant Shares. When any adjustment is required to be made in the Purchase Price pursuant to subsections 3(a) or 3(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (d) Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 3 with respect to the rights of the Registered Holder. (e) Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 3(a), 3(b) or 3(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. In such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 3 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. (f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 3, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which CUSIP No. 296744 10 5 13D/A Page 73 of 89 such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant. 4. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares. 5. Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder to a party specified in Section 10(b) below, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. 6. No Impairment. The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment. 7. Notices of Record Date, etc. In the event: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or CUSIP No. 296744 10 5 13D/A Page 74 of 89 (b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice. 8. Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. 9. Exchange of Warrants. Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant. 10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 11. Transfers, etc. (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. CUSIP No. 296744 10 5 13D/A Page 75 of 89 (b) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, to any partner, member, stockholder or affiliate of the holder, and any such transferee shall have the rights of the Registered Holder to the extent of the portion of this Warrant so transferred. Such transfer shall be effective upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company. Nothing contained in this Section 11 shall limit the transferability of the Warrant Shares. (c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 12. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice. 13. No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a shareholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 14. Change or Waiver. Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought. 15. Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. 16. Governing Law. This Warrant will be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia (without reference to the conflicts of law provisions thereof). 17. Securities Purchase Agreement. This Warrant is issued pursuant to the Securities Purchase Agreement by and between the Company and the Registered Holder of even date CUSIP No. 296744 10 5 13D/A Page 76 of 89 herewith. In the event of a conflict in terms between the Securities Purchase Agreement and this Warrant this Warrant shall control. CUSIP No. 296744 10 5 13D/A Page 77 of 89 EXECUTED as of the Date of Issuance indicated above. ESSEX CORPORATION By: /s/ Joseph R. Kurry, Jr ------------------------------- [Corporate Seal] Title: Chief Financial Officer ------------------------ ATTEST: /s/ Kimberly J. DeChello ------------------------ Corporate Secretary CUSIP No. 296744 10 5 13D/A Page 78 of 89 EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to the provisions set forth in the attached Warrant (No. 1), hereby irrevocably elects to purchase (check applicable box): 0 ___ shares of the Common Stock covered by such Warrant; or 0 the maximum number of shares of Common Stock covered by such Warrant. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $________. Such payment takes the form of $______ in lawful money of the United States. Signature: ______________________ Address: ______________________ ______________________ CUSIP No. 296744 10 5 13D/A Page 79 of 89 EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. 1) with respect to the number of shares of Common Stock covered thereby set forth below, unto: Name of Assignee Address No. of Shares - ---------------- ------- ------------- Dated:_____________________ Signature:_________________________ EX-16 9 ex16.txt EXHIBIT 16 EXHIBIT 16 CUSIP No. 296744 10 5 13D/A Page 80 of 89 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT Warrant No. 2 Number of Shares: up to 333,333 (subject to adjustment) Date of Issuance: October 17, 2002 ESSEX CORPORATION ----------------- Common Stock Purchase Warrant ----------------------------- (Void after January 14, 2003) Essex Corporation, a Virginia corporation (the "Company"), for value received of $100,000 (the "Warrant Deposit"), hereby certifies that Global Environment Strategic Technology Partners, L.P., or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Eastern time) on January 14, 2003, up to 333,333 shares of Common Stock, of the Company, at a purchase price as set forth below. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. 1. Exercise and Payment of Purchase Price. (a) This Warrant may be exercised by the Registered Holder, in whole only (except as provided below), by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder or by the Registered Holder's duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, and, in the case of Additional Investments (as defined), accompanied by payment in full, in lawful money of the United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) As soon as practicable after the exercise of this Warrant, and in any event within 10 days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct. (c) A certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise. 2. Additional Investments. (a) On or before January 14, 2003 the Registered Holder has the option but is not obligated to make an Additional Investment of up to $1,000,000 at a Purchase Price of $3.50 per share ("Additional Investment"). Upon closing, fifty percent (50%) of the Warrant Deposit shall be credited against the purchase price payable for the shares. In CUSIP No. 296744 10 5 13D/A Page 81 of 89 the event the Registered Holder does not exercise its rights to purchase 100% of the shares available pursuant to this Warrant on a timely basis, the Registered Holder shall be deemed to have exercised the 90 Day Warrant to purchase shares at the $3.50 share price, as adjusted in accordance with Section 2(c) below, and 50% of the Warrant Deposit shall be applied in full satisfaction of the purchase price payable for such shares. (b) Notwithstanding paragraph 2(a), if the Registered Holder makes an additional investment that is received by the Company within thirty (30) calendar days of the issuance date of this Warrant, the Purchase Price for such additional investment shall be $3.00. (c) In the event that, on the day prior to a designated closing date for exercise of the Warrant, the 15 trading day trailing weighted moving closing price average of the Essex common stock on the OTCBB shall fall below the designated price as set forth above, the Purchase Price for the exercise of the Warrant shall be recalculated as follows: a 15% discount from 15 trading day trailing weighted moving closing price average of the Essex common stock on the OTCBB from and including the day before the designated closing date, but not less than $3.00 per share. 3. Adjustments. (a) Adjustment for Stock Splits and Combinations. If the Company shall at any time or from time to time after the date on which this Warrant was first issued (the "Original Issue Date") effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective. (b) Adjustment for Certain Dividends and Distributions. In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; CUSIP No. 296744 10 5 13D/A Page 82 of 89 provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. (c) Adjustment in Number of Warrant Shares. When any adjustment is required to be made in the Purchase Price pursuant to subsections 3(a) or 3(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment. (d) Adjustments for Other Dividends and Distributions. In the event the Company at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company (other than shares of Common Stock) or in cash or other property (other than cash out of earnings or earned surplus, determined in accordance with generally accepted accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock issuable hereunder, the kind and amount of securities of the Company and/or cash and other property which the Registered Holder would have been entitled to receive had this Warrant been exercised into Common Stock on the date of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable, giving application to all adjustments called for during such period under this Section 3 with respect to the rights of the Registered Holder. (e) Adjustment for Mergers or Reorganizations, etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by subsections 3(a), 3(b) or 3(d)), then, following any such reorganization, recapitalization, consolidation or merger, the Registered Holder shall receive upon exercise hereof the kind and amount of securities, cash or other property which the Registered Holder would have been entitled to receive if, immediately prior to such reorganization, recapitalization, consolidation or merger, the Registered Holder had held the number of shares of Common Stock subject to this Warrant. In such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the rights and interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 3 (including provisions with respect to changes in and other adjustments of the Purchase Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. (f) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Purchase Price pursuant to this Section 3, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Registered Holder a CUSIP No. 296744 10 5 13D/A Page 83 of 89 certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Registered Holder, furnish or cause to be furnished to the Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the exercise of this Warrant. 4. Fractional Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares. 5. Requirements for Transfer. (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the "Act"), or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. (b) Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder to a party specified in Section 10(b) below, or (ii) a transfer made in accordance with Rule 144 under the Act. (c) Each certificate representing Warrant Shares shall bear a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required." The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act. 6. No Impairment. The Company will not, by amendment of its charter or through reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment. 7. Notices of Record Date, etc. In the event: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to CUSIP No. 296744 10 5 13D/A Page 84 of 89 receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right; or (b) of any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Company; or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten days prior to the record date or effective date for the event specified in such notice. CUSIP No. 296744 10 5 13D/A Page 85 of 89 8. Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. 9. Exchange of Warrants. Upon the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 4 hereof, issue and deliver to or upon the order of such Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant. 10. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 11. Transfers, etc. (a) The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its or his address as shown on the warrant register by written notice to the Company requesting such change. (b) Subject to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, to any partner, member, stockholder or affiliate of the holder, and any such transferee shall have the rights of the Registered Holder to the extent of the portion of this Warrant so transferred. Such transfer shall be effective upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company. Nothing contained in this Section 11 shall limit the transferability of the Warrant Shares. (c) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 12. Mailing of Notices, etc. All notices and other communications from the Company to the Registered Holder shall be mailed by first-class certified or registered mail, postage prepaid, to the address last furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder or in connection herewith to the Company shall be mailed by first-class certified or registered mail, postage prepaid, to the Company at its principal office set forth below. If the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice. CUSIP No. 296744 10 5 13D/A Page 86 of 89 13. No Rights as Shareholder. Until the exercise of this Warrant, the Registered Holder shall not have or exercise any rights by virtue hereof as a shareholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and (ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend. 14. Change or Waiver. Any term of this Warrant may be changed or waived only by an instrument in writing signed by the party against which enforcement of the change or waiver is sought. 15. Section Headings. The section headings in this Warrant are for the convenience of the parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the parties. 16. Governing Law. This Warrant will be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia (without reference to the conflicts of law provisions thereof). 17. Securities Purchase Agreement. This Warrant is issued pursuant to the Securities Purchase Agreement by and between the Company and the Registered Holder of even date herewith. In the event of a conflict in terms between the Securities Purchase Agreement and this Warrant this Warrant shall control. CUSIP No. 296744 10 5 13D/A Page 87 of 89 EXECUTED as of the Date of Issuance indicated above. ESSEX CORPORATION By: /s/ Joseph R. Kurry, Jr. -------------------------- [Corporate Seal] Title: Chief Financial Officer -------------------------- ATTEST: Kimberly J. DeChello - -------------------- Corporate Secretary EXHIBIT I CUSIP No. 296744 10 5 13D/A Page 88 of 89 PURCHASE FORM ------------- To:_________________ Dated:____________ The undersigned, pursuant to the provisions set forth in the attached Warrant (No. 2), hereby irrevocably elects to purchase (check applicable box): 0 _____ shares of the Common Stock covered by such Warrant; or 0 the maximum number of shares of Common Stock covered by such Warrant. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $________. Such payment takes the form of $______ in lawful money of the United States. Signature: ______________________ Address: ______________________ ______________________ EXHIBIT II CUSIP No. 296744 10 5 13D/A Page 89 of 89 ASSIGNMENT FORM --------------- FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. 2) with respect to the number of shares of Common Stock covered thereby set forth below, unto: Name of Assignee Address No. of Shares - ---------------- ------- ------------- Dated:_____________________ Signature:___________________________ -----END PRIVACY-ENHANCED MESSAGE-----