GUARANTYGuaranty • March 7th, 2011 • Sentinel Acquisition Corp • Services-engineering services • Delaware
This limited guaranty, dated as of March 2, 2011 (this “Guaranty”), by Ares Corporate Opportunities Fund III, L.P. (the “Guarantor”), is in favor of Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among the Company, Sentinel Acquisition Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Guarantor (“Parent”) and Sentinel Acquisition Corporation, a Delaware corporation and a direct and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Merger Agreement.
ACOF LETTERHEAD]Merger Agreement • March 7th, 2011 • Sentinel Acquisition Corp • Services-engineering services
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Sentinel Acquisition Holdings Inc., a Delaware corporation (“Parent”), Sentinel Acquisition Corporation, a Delaware corporation (“Merger Sub”) and Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or its permitted assignees, will make a tender offer to purchase all of the outstanding shares of the Company Common Stock at the Offer Price and, thereafter, will be merged with and into the Company (the “Merger”). This letter is being delivered to Parent (with a copy to the Company) to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
February 21, 2011 VIA ELECTRONIC MAIL Global Defense Technology & Systems, Inc. Suite 2300 McLean, VA 22102 Re: Exclusivity Agreement Ladies and Gentlemen:Exclusivity Agreement • March 7th, 2011 • Sentinel Acquisition Corp • Services-engineering services
As you know, Ares Corporate Opportunities Fund III, L.P, its affiliates and its and their Representatives (collectively, “Ares”) have devoted a great deal of time and resources to gaining an understanding of Global Defense Technology & Systems, Inc. (the “Company”) and its business and discussing a possible business combination or other similar transaction involving Ares and the Company in accordance with terms and conditions of the letter from Ares to the Company dated February 18, 2011 and the February 16, 2011 form of Merger Agreement attached as Exhibit A to this letter agreement (each as modified by Exhibit B to this letter agreement and with such other changes as agreed to by the parties during their negotiations of the Merger Agreement) (the “Transaction”). Ares is prepared to devote considerable additional time and resources going forward. To induce Ares to continue with its confirmatory due diligence and its negotiation of final documentation concerning the Transaction, and in
