2. 3 in and in accordance with Rules 434 and 424(b) of the Rules and Regulations. As filed, the final prospectus, if one is used, or the Term Sheet and Preliminary Prospectus (as hereinafter defined), if a final prospectus is not used, shall include...Underwriting Agreement • January 28th, 1997 • Deltek Systems Corp • Services-computer programming services • California
WARRANTWarrant Agreement • May 13th, 1998 • Deltek Systems Inc • Services-computer programming services • Virginia
ESCROW AGREEMENTEscrow Agreement • May 13th, 1998 • Deltek Systems Inc • Services-computer programming services • Virginia
2 3 AGREEMENT OF LEASELease Agreement • December 19th, 1996 • Deltek Systems Corp • Virginia
1 EXHIBIT 2.3 AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 9, 2000Merger Agreement • August 14th, 2000 • Deltek Systems Inc • Services-computer programming services • Virginia
1 2 F. The parties hereto desire to set forth certain understandings regarding the Company's obligation to indemnify and advance expenses as provided in the Company's Articles of Incorporation. AGREEMENTIndemnity Agreement • January 28th, 1997 • Deltek Systems Corp • Services-computer programming services • Virginia
1 EXHIBIT 10.6 COGNOS DESKTOP OEM AGREEMENT This Agreement, effective the 28th day of February, 1994, (the "Effective Date") between:Oem Agreement • February 24th, 1997 • Deltek Systems Corp • Services-computer programming services
ARTICLE I TERMINATION OF S STATUSTax Indemnification Agreement • January 28th, 1997 • Deltek Systems Corp • Services-computer programming services • Virginia
3 4 remaining unpaid by Tenant pursuant to the tenant improvement specifications outlined in the Sixth Amendment to Lease.Lease Agreement • January 28th, 1997 • Deltek Systems Corp • Services-computer programming services
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2010 among DELTEK, INC., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent CREDIT SUISSE SECURITIES (USA) LLC, as Bookrunner and Lead...Credit Agreement • November 8th, 2010 • Deltek, Inc • Services-computer programming services • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2010 (this “Agreement”), among DELTEK, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I), and CREDIT SUISSE AG (formerly known as Credit Suisse), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
AGREEMENT AND PLAN OF MERGER by and among PROJECT DIAMOND HOLDINGS CORPORATION, PROJECT DIAMOND MERGER CORP., and DELTEK, INC. Dated August 26, 2012Merger Agreement • August 27th, 2012 • Deltek, Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 26, 2012, is entered into by and among PROJECT DIAMOND HOLDINGS CORPORATION, a Delaware corporation (“Parent”); PROJECT DIAMOND MERGER CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”); and DELTEK, INC., a Delaware corporation (the “Company”).
STOCK OPTION AGREEMENTStock Option Agreement • November 1st, 2007 • Deltek, Inc • Services-computer programming services • New York
This STOCK OPTION AGREEMENT (the “Agreement”), dated as of the date of grant set forth in the Notice of Stock Option Grant (the “Grant Notice”), is between Deltek Systems, Inc., a Virginia corporation (together with its successors, the “Company”), and the individual whose name is set forth on the Grant Notice (the “Optionee”).
Exhibit 99 Kenneth E. deLaski is a party to an investor rights agreement and a shareholders' agreement, each dated as of April 22, 2005. The investor rights agreement contains a voting agreement that provides, among other things and subject to certain...Investor Rights Agreement and Shareholders' Agreement • June 12th, 2012 • Deltek, Inc • Services-computer programming services
Kenneth E. deLaski is a party to an investor rights agreement and a shareholders' agreement, each dated as of April 22, 2005. The investor rights agreement contains a voting agreement that provides, among other things and subject to certain conditions, that (i) New Mountain Partners II, L.P. is entitled to elect up to a majority of the members of the board of directors of the issuer, depending upon the percentage of outstanding common stock and Class A common stock of the issuer held by New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., and Allegheny New Mountain Partners, L.P. (collectively, the "New Mountain Funds") (subject to the right of Allegheny New Mountain Partners, L.P. to designate one director in lieu of a director designated by New Mountain Partners II, L.P.); and (ii) the deLaski Shareholders (as described below) are entitled to designate up to two members of the board of directors of the issuer, depending on the percentage of outstanding common s
1 EXHIBIT 10.9 AGREEMENT OF LEASELease Agreement • December 19th, 1996 • Deltek Systems Corp
1 EXHIBIT 10.5 OEM SOFTWARE LICENSE AGREEMENT PREAMBLE: This Agreement ("Agreement") is effective as of the date shown on the signature page between Gupta Corporation ("GUPTA"), a California corporation, with offices at 1060 Marsh Road, Menlo Park, CA...Oem Software License Agreement • February 24th, 1997 • Deltek Systems Corp • Services-computer programming services • California
1 Exhibit 4.3 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT ("Option Agreement") is made effective as of the 29th day of May, 1998, by and between ERIC J. BREHM ("Optionee") and DELTEK SYSTEMS, INC., a Virginia corporation (the "Company"). NOW,...Stock Option Agreement • August 18th, 1999 • Deltek Systems Inc • Services-computer programming services • Virginia
RECITALS:Closing Escrow Agreement • June 12th, 1998 • Deltek Systems Inc • Services-computer programming services • Virginia
DELTEK, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2007 • Deltek, Inc • Services-computer programming services • New York
OFFICER RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 15th, 2010 • Deltek, Inc • Services-computer programming services • Delaware
This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of the grant date set forth in the Notice of Restricted Stock Grant (the “Grant Notice”), is between Deltek, Inc., a Delaware corporation (together with its successors, the “Company”), and the individual whose name is set forth on the Grant Notice (the “Grantee”).
Deltek 13880 Dulles Corner Lane Herndon, VA 20171-4600Offer Letter Amendment • August 21st, 2007 • Deltek, Inc • Services-computer programming services
As you are aware, Deltek, Inc. (the “Company”) has decided to modify its Change in Control provisions so that you are treated appropriately in the event of a Change in Control of the Company. Accordingly, the offer letter, dated February 8, 2006, between the Company and you (the “Offer Letter”), is hereby amended as follows:
ContractShareholder Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York
This SHAREHOLDER’S AGREEMENT, dated as of [ ], is between Deltek Systems, Inc., a Virginia corporation, and the undersigned (the “Shareholder”).
SUBSIDIARY TRADEMARK SECURITY AGREEMENT (this “Agreement”) dated as of October 14, 2005, between WIND2 SOFTWARE, INC., a Wyoming corporation (the “Subsidiary Grantor”) and CREDIT SUISSE (formerly known as Credit Suisse First Boston and referred to...Subsidiary Trademark Security Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services
Reference is made to the Guarantee and Collateral Agreement dated as of April 22, 2005, as supplemented by Supplement No. 1 to Guarantee and Collateral Agreement dated as of October 3, 2005 (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Deltek Systems, Inc. (the “Borrower”), the subsidiaries of the Borrower identified therein and the Collateral Agent. The Lenders have agreed to make Loans and the Issuing Bank has agreed to issue Letters of Credit, in each case subject to the terms and conditions set forth in the Credit Agreement dated as of April 22, 2005, (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders named therein and Credit Suisse, as administrative agent and as the Collateral Agent. The Subsidiary Grantor is executing this Agreement in accordance with the requirements of the Cred
April 22, 2005 Allegheny New Mountain Partners, L.P. New York, NY 10019 Dear Sirs:Management Rights Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services
This letter will confirm our agreement that, in connection with your investment in Deltek Systems, Inc., a Virginia corporation (the “Company”), pursuant to the Recapitalization Agreement, effective as of December 23, 2004, by and among New Mountain Partners II, L.P., a Delaware limited partnership, New Mountain Affiliated Investors II, L.P., a Delaware limited partnership, Allegheny New Mountain Partners, L.P., a Delaware limited partnership (“Investor”), the persons listed on the signature pages thereto under the heading “Shareholders”, the Company, and such other parties who may be signatories thereto from time to time (as such agreement may be amended from time to time, the “Recapitalization Agreement”), the Investor will be entitled to the following contractual management rights relating to the Company (collectively, the “Management Rights”). Any capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Recapitalization Agreement.
JOINDER AGREEMENT TO SHAREHOLDERS’ AGREEMENTJoinder Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by Kevin Parker (the “Employee”), Deltek Systems, Inc., a Virginia corporation (the “Company”), and New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P. and Allegheny New Mountain Partners, L.P. (collectively, the “NMP Entities”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Shareholders’ Agreement, dated as of April 22, 2005 (as it may be amended from time to time, the “Shareholders’ Agreement”), between the Company, the shareholders of the Company listed on the signature pages thereto and, with respect to Sections 3.3 and 3.4 thereof, the NMP Entities. A Copy of the Shareholders’ Agreement as in effect on the date hereof is attached hereto as Annex A.
NON-COMPETITION AGREEMENTNon-Competition Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York
WHEREAS, pursuant to a Recapitalization Agreement, dated as of December 23, 2004, by and among New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., Allegheny New Mountain Partners, L.P. (collectively, the “NMP Entities”), the Company and the Company’s shareholders (the “Recapitalization Agreement”), the NMP Entities are purchasing for an aggregate purchase price of $180,000,000 (the “Investment Funds”), shares of the Company’s common stock, shares of the Company’s Series A preferred stock, and $75,000,000 in aggregate principal amount of 8.00% subordinated debentures due 2015 (“Debentures”);
AMENDMENT NO. 2 TO RECAPITALIZATION AGREEMENTRecapitalization Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services
AMENDMENT NO. 2, dated as of April 21, 2005 (this “Amendment”), to the Recapitalization Agreement, effective as of December 23, 2004, by and among New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P., Allegheny New Mountain Partners, L.P., Deltek Systems, Inc. (“Deltek”), the holders of all outstanding shares of stock of Deltek and Kenneth E. deLaski, in his capacity as Shareholders’ Representative, as amended (the “Agreement”).
ContractStock Option Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York
STOCK OPTION AGREEMENT (the “Agreement”), dated as of [Date of Agreement] between Deltek Systems, Inc., a Virginia corporation (together with its successors, the “Company”), and [Director] (the “Optionee”).
ContractGuarantee and Collateral Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services
SUPPLEMENT NO. 2 (this “Supplement”) dated as of March 17, 2006, to the Guarantee and Collateral Agreement dated as of April 22, 2005 (the “Guarantee and Collateral Agreement”), among DELTEK SYSTEMS, INC., a Virginia corporation (the “Borrower”), each subsidiary of the Borrower from time to time party thereto (each such subsidiary individually a “Guarantor” and collectively, the “Guarantors”; the Guarantors and the Borrower are referred to collectively herein as the “Grantors”) and CREDIT SUISSE (formerly known as Credit Suisse First Boston and referred to herein together with its affiliates as “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
EXHIBIT 2.2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • June 12th, 1998 • Deltek Systems Inc • Services-computer programming services • Virginia
Headquarters 13880 Dulles Corner Lane Herndon, VA 20171 - 4600Separation Agreement and Release • May 10th, 2011 • Deltek, Inc • Services-computer programming services
This is to confirm our agreement with respect to your resignation from Deltek, Inc. (“Deltek” or the “Company”). This Separation Agreement and Release Letter (“Separation and Release”) explains in detail both your rights and obligations and those of Deltek in connection with the end of your employment relationship with Deltek and its subsidiaries.
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 22, 2005, among DELTEK SYSTEMS, INC., the Subsidiaries of DELTEK SYSTEMS, INC. from time to time party hereto, and CREDIT SUISSE FIRST BOSTON, as Collateral AgentGuarantee and Collateral Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 22, 2005 (this “Agreement”), among DELTEK SYSTEMS, INC., a Virginia corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE FIRST BOSTON (“CSFB”), as collateral agent (in such capacity, the “Collateral Agent”).
ContractShareholder Agreement • August 21st, 2007 • Deltek, Inc • Services-computer programming services • New York
SHAREHOLDER’S AGREEMENT, dated as of [•], between Deltek, Inc., a Delaware corporation, and [•] (the “Employee”), who was granted the right and option (the “Option”) to acquire shares of Common Stock, par value $0.001 per share, of the Company pursuant to the terms and conditions of a Stock Option Agreement, dated as of [•], between the Company and the Employee (the “Option Agreement”).
ContractCredit Agreement • November 8th, 2010 • Deltek, Inc • Services-computer programming services • New York
SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 3, 2010 (this “Agreement”), to the Amended and Restated Credit Agreement dated as of August 24, 2009 (the “Existing Credit Agreement”) among DELTEK, INC., a Delaware corporation (the “Borrower”), the lenders party thereto (the “Existing Lenders”) and CREDIT SUISSE AG (“Credit Suisse”), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Existing Lenders.
ContractSubsidiary Trademark Security Agreement • May 8th, 2007 • Deltek, Inc • Services-computer programming services
SUBSIDIARY TRADEMARK SECURITY AGREEMENT (this “Agreement”) dated as of July 24, 2006, between C/S SOLUTIONS, INC., a California corporation (the “Subsidiary Grantor”) and CREDIT SUISSE (formerly known as Credit Suisse First Boston and referred to herein as “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).
Re: Waiver of Shareholders’ Agreement RestrictionsWaiver of Shareholders’ Agreement Restrictions • October 7th, 2010 • Deltek, Inc • Services-computer programming services
Reference is made to the Shareholders’ Agreement, dated as of April 22, 2005, as it has been and may be amended from time to time (the “Shareholders’ Agreement”), by and among Deltek, Inc., a Delaware corporation (formerly Deltek Systems, Inc., a Virginia corporation) (the “Company”), the shareholders of the Company listed on the signature pages to the Shareholders’ Agreement and, with respect to Sections 3.3 and 3.4 thereof, New Mountain Partners II, L.P., New Mountain Affiliated Investors II, L.P. and Allegheny New Mountain Partners, L.P. (collectively, the “NMP Entities”). This letter is to confirm our agreement as follows:
