EXHIBIT 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "AGREEMENT") is made as of September 7, 2001, by and among DigitalNet Holdings, Inc., a Delaware corporation (the "COMPANY"), GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR FUND...Purchase Agreement • January 27th, 2003 • Digitalnet Holdings Inc • Delaware
Exhibit 10.15 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of January 10, 2002, by and among DigitalNet Holdings, Inc., a Delaware corporation (the "COMPANY"), Jack Pearlstein ("PEARLSTEIN") and Ken S. Bajaj...Stock Purchase Agreement • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
EXHIBIT 4.3 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT") is made as of November 26, 2002, by and among (i) DigitalNet Holdings, Inc., a Delaware corporation (the "COMPANY"), (ii) GTCR...Stockholders Agreement • January 27th, 2003 • Digitalnet Holdings Inc • Delaware
Exhibit 10.5 CARRY PROMISSORY NOTEPromissory Note • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
Shares(1) Common Stock ($0.001 par value)Underwriting Agreement • August 25th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
CREDIT AGREEMENT Dated as of November 26, 2002Credit Agreement • February 6th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
EXHIBIT 10.25 141 NATIONAL BUSINESS PARKWAY NATIONAL BUSINESS PARK THIS AGREEMENT OF LEASE, made this 30th day of September, 1991, by and between THE KMS GROUP, INC., a Maryland corporation, Agent for Owner (hereinafter referred to as "Landlord") and...Lease Agreement • July 16th, 2003 • Digitalnet Holdings Inc • Services-computer programming services
EXHIBIT 4.3 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT") is made as of November 26, 2002, by and among (i) DigitalNet Holdings, Inc., a Delaware corporation (the "COMPANY"), (ii) GTCR...Stockholders Agreement • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
5,000,000 Shares(1) Common Stock ($0.001 par value)Underwriting Agreement • October 9th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 3, 2003Credit Agreement • July 16th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
LEASELease • July 16th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
EXHIBIT 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "AGREEMENT") is made as of September 7, 2001, by and among DigitalNet Holdings, Inc., a Delaware corporation (the "COMPANY"), GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR FUND...Purchase Agreement • March 28th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
DIGITALNET, INC. 9% SENIOR NOTES DUE 2010Indenture • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
EXHIBIT 99.3 EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 20th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
PROMISSORY NOTEPromissory Note • January 27th, 2003 • Digitalnet Holdings Inc
EXHIBIT 4.4 AMENDED AND RESTATED REGISTRATION AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "AGREEMENT") is made as of November 26, 2002, by and among (i) DigitalNet Holdings, Inc., a Delaware corporation (together with its...Registration Agreement • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
EXHIBIT 10.29 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (this "AGREEMENT"), dated as of September __, 2001, between GTCR Golder Rauner, L.L.C., a Delaware limited liability company ("GTCR"), and DigitalNet, Inc., a Delaware...Professional Services Agreement • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
BRIDGE LOAN AGREEMENT dated as of November 26, 2002Bridge Loan Agreement • March 28th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
EXHIBIT 10.2 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of September 7, 2001, among DigitalNet Holdings, Inc., a Delaware corporation (the "COMPANY"), DigitalNet, Inc., a Delaware corporation and wholly...Senior Management Agreement • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
Exhibit 4.2 THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR...Common Stock Purchase Warrant • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
ARTICLE I ESCROW FUNDEscrow Agreement • February 6th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
Exhibit 10.3 REVOLVING PROMISSORY NOTERevolving Promissory Note • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services
No. __ $________ DIGITALNET, INC. 9% Senior Notes due 2010 Issue Date: July 3, 2003 DigitalNet, Inc., a Delaware corporation (the "ISSUER", which term includes any successor under the Indenture hereinafter referred to), for value received, promises to...Senior Notes Agreement • July 16th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
Exhibit 10.4 EXECUTIVE STOCK PLEDGE AGREEMENT THIS EXECUTIVE STOCK PLEDGE AGREEMENT (this "PLEDGE AGREEMENT") is made as of September 7, 2001 between Ken S. Bajaj ("PLEDGOR") and DigitalNet Holdings, Inc. (the "COMPANY"). The Company and Pledgor are...Executive Stock Pledge Agreement • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
Exhibit 10.12 AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of January 23, 2003, among DigitalNet Holdings, Inc., a Delaware corporation (the "COMPANY"),...Senior Management Agreement • March 28th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
Exhibit 10.28 GetronicsWang Co. LLC 290 Concord Road Billerica, Massachusetts 01821 February 28, 2003 DigitalNet Holdings, Inc. DigitalNet,Inc. DigitalNet Government Solutions LLC 2525 Network Place Herndon, VA. 20171 Gentlemen: The purpose of this...Purchase Agreement • July 16th, 2003 • Digitalnet Holdings Inc • Services-computer programming services
EXHIBIT 10.6 FREE TRANSFERABILITY AGREEMENT THIS FREE TRANSFERABILITY AGREEMENT (this "Agreement"), dated as of September 25, 2002, is made by and among DigitalNet Holdings, Inc., a Delaware corporation (the "Company"), and Ken S. Bajaj ("Executive")....Free Transferability Agreement • August 8th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
Exhibit 10.12 AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of January 23, 2003, among DigitalNet Holdings, Inc., a Delaware corporation (the "COMPANY"),...Senior Management Agreement • January 27th, 2003 • Digitalnet Holdings Inc • Delaware
AGREEMENT AND PLAN OF MERGER Dated as of September 11, 2004 Among BAE SYSTEMS NORTH AMERICA INC., BAE SYSTEMS ACQUISITION CORP. And DIGITALNET HOLDINGS, INC.Merger Agreement • September 13th, 2004 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER dated as of September 11, 2004 among BAE SYSTEMS NORTH AMERICA INC., a Delaware corporation (“Parent”), BAE SYSTEMS ACQUISITION CORP., a Delaware corporation (“Sub”) and a wholly owned subsidiary of Parent, and DIGITALNET HOLDINGS, INC., a Delaware corporation (the “Company”).
MASTER AGREEMENT FOR TRANSITIONAL SERVICESMaster Agreement for Transitional Services • January 27th, 2003 • Digitalnet Holdings Inc
SUBSIDIARY GUARANTY AGREEMENTSubsidiary Guaranty Agreement • August 4th, 2004 • Digitalnet Holdings Inc • Services-computer programming services • New York
THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of November 26, 2002, by and among certain Subsidiaries of DIGITALNET HOLDINGS, INC., a Delaware corporation (“Holdings”) and DIGITALNET, INC., a Delaware corporation (the “Borrower”), as identified on the signature pages hereto and any Additional Guarantor (as defined below) who may become party to this Guaranty (such Subsidiaries and Additional Guarantors, collectively, the “Guarantors”), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of November 26, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Holdings, the Borrower, the Lenders, and the Administrative Agent.
ContractCompany Stockholders Agreement • September 13th, 2004 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
COMPANY STOCKHOLDERS AGREEMENT dated as of September 11, 2004 (this “Agreement”) among BAE SYSTEMS NORTH AMERICA INC., a Delaware corporation (“Parent”), and the individuals and other parties listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
ASSIGNMENT AND ACCEPTANCE THIS ASSIGNMENT AND ACCEPTANCE (this "ASSIGNMENT AND ACCEPTANCE") is made this 26th day of March, 2003, by and between Banc of America Mezzanine Capital LLC, a Delaware limited liability company (the "ASSIGNOR"), American...Assignment and Acceptance • March 28th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • New York
AMENDED AND RESTATED OPERATING AGREEMENT OF DIGITALNET GOVERNMENT SOLUTIONS, LLCOperating Agreement • July 16th, 2003 • Digitalnet Holdings Inc • Services-computer programming services • Delaware
