AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 7th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, 2013, by and between GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of October [•], 2013, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).
October 23, 2015Letter Agreement • November 13th, 2015 • Global Defense & National Security Systems, Inc. • Blank checks
This amended and restated letter (this "Letter Agreement") amends and restates that certain Letter Agreement, dated as of July 21, 2015 (the “Current Letter Agreement”) by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”) and the undersigned. The Current Letter Agreement was delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among the Company, Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 24, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock have been sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Compan
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 23, 2015, by and among Global Defense & National Security Systems, Inc.,, a Delaware corporation (the “Company”), each Person listed on Schedule I attached hereto (the “Investors”).
SECURITY AGREEMENT among Global Defense & National Security Systems, Inc., STG GROUP, INC., STG, INC., ACCESS SYSTEMS, INCORPORATED, SUCH OTHER ASSIGNORS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION as COLLATERAL AGENT Dated as of November 23, 2015Security Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • New York
SECURITY AGREEMENT, dated as of November 23, 2015, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the “Assignors”) in favor of PNC Bank, National Association, as collateral agent (together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
PLEDGE AGREEMENT among GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC., STG GROUP, INC., STG, INC., ACCESS SYSTEMS, INCORPORATED, SUCH OTHER PLEDGORS PARTY HERETO, as the PLEDGORS, and PNC BANK, NATIONAL ASSOCIATION, as PLEDGEE Dated as of November...Pledge Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • New York
PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of November 23, 2015, among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 31 hereof, the “Pledgors”) and PNC Bank, National Association, as collateral agent (the “Collateral Agent” and, together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
EXECUTIVE EMPLOYMENT AGREEMENT Revised May 2, 2016Executive Employment Agreement • May 5th, 2016 • STG Group, Inc. • Blank checks • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between STG Group, Inc., a Delaware corporation (the “Company”), and Dale Davis, a natural person (the “Executive”), and shall be effective retroactive to Monday, November 30, 2015.
SECOND AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENTBackstop Common Stock Purchase Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • Delaware
This Second Amended and Restated Backstop Common Stock Purchase Agreement (this “Agreement”), is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (as defined below).
CREDIT AGREEMENT among Global Defense & National Security Systems, Inc., STG Group, Inc., STG, INC., ACCESS SYSTEMS, INCORPORATED, VARIOUS LENDERS, as ADMINISTRATIVE AGENT, AND PNC BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT Dated as of NOVEMBER...Credit Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 23rd, 2015 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of the 23rd day of October, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Trustee”).
SECOND Amendment to CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 23rd, 2015 • Global Defense & National Security Systems, Inc. • Blank checks • Delaware
This Second Amendment to Convertible Promissory Note (this “Amendment”) is made and entered into as of October 23, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender”). Capitalized terms used in this Amendment but not defined herein shall have the meanings given in the Note (as defined below).
SECOND AMENDED AND RESTATED STOCK ESCROW AGREEMENTStock Escrow Agreement • October 23rd, 2015 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS SECOND AMENDED AND RESTATED STOCK ESCROW AGREEMENT, dated as of October 23, 2015 (this “Agreement”), by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC (the “Sponsor”), and American Stock Transfer & Trust Company (the “Escrow Agent”).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
This Private Placement Purchase Agreement (this “Agreement”), dated as of October 23, 2013, is made and entered into by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (“Buyer”). Buyer and the Company are collectively referred to herein as the “Parties.”
Global Defense & National Security Systems, Inc. AMENDED AND RESTATED Subscription AgreementSubscription Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
This AMENDED AND RESTATED Subscription Agreement (this “Agreement”) is made as of the 19th day of July, 2013, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC, a Delaware limited liability company (“Purchaser”).
ESCROW AGREEMENTEscrow Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of November 23, 2015, by and among Global Defense & National Security Systems, Inc., a Delaware corporation, a Delaware corporation (the “Buyer”), each of the Persons set forth on the signature page hereto as a Stockholder (each a “Stockholder” and collectively, the “Stockholders”), who are stockholders of STG Group, Inc., a Delaware corporation (the “Company”), Simon Lee (the “Stockholders’ Representative”) and Branch Banking and Trust Company, a North Carolina banking corporation (the “Escrow Agent”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTCorporate Opportunities Agreement • October 23rd, 2015 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of October 23, 2015 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Integrated Security (USA) Inc., a Delaware corporation (“GIS”), in connection with the Company’s proposed public offering of shares of common stock, par value $0.0001 per share (the “Shares”), pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
FORM OF STOCK ESCROW AGREEMENTForm of Stock Escrow Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS STOCK ESCROW AGREEMENT, dated as of , 2013 (this “Agreement”), by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC (the “Sponsor”), and American Stock Transfer & Trust Company (the “Escrow Agent”).
Global Defense & National Security Systems, Inc. 11921 Freedom Drive Suite 550 Reston, Virginia 20190Stock Purchase Agreement • March 30th, 2016 • STG Group, Inc. • Blank checks
Reference is made to that certain Stock Purchase Agreement, dated as of June 8, 2015 (the “Stock Purchase Agreement”), by and among Global Defense & National Security Systems, Inc. (“GDEF”), Global Defense & National Security Holdings, LLC (the “Sponsor”), STG Group, Inc. (the “Company”), the undersigned stockholders of STG Group, Inc. (the “STG Stockholders”), and Simon Lee as stockholders representative.
6,000,000 Shares Global Defense & National Security Systems, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
The Company has entered into a Subscription Agreement, effective as of July 19, 2013 (the “Subscription Agreement”), with Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.6 to the Initial Registration Statement (as defined below), pursuant to which the Sponsor purchased 2,003,225 shares of Common Stock (the “Sponsor Shares”), for an aggregate purchase price of $25,000. The Sponsor Shares are substantially similar to the Common Stock except as described in the Prospectus (as defined below).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 17th, 2017 • STG Group, Inc. • Blank checks • Delaware
This Common Stock Purchase Agreement (this “Agreement”), is entered into as of November 14, 2016, by and between STG Group, Inc., a Delaware corporation (the “Company”), and [_____________] (the “Purchaser”).
SEPARATION AGREEMENTSeparation Agreement • May 22nd, 2017 • STG Group, Inc. • Blank checks • Virginia
I, Dale R. Davis, residing at 4404 Seascape Drive, Kitty Hawk, NC 27949, on behalf of myself and my estate, heirs, representatives, successors and assigns, and STG, Inc., a Virginia corporation and its subsidiaries and other affiliates (collectively and severally, the “Company”), agree to the following for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound:
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of the 23rd day of November, 2015 (the “Effective Date”), by and among GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC., a Delaware corporation (the “Company”), and GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS HOLDINGS LLC, a Delaware limited liability company, (the “Transferor”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Backstop Agreement (as defined below).
Amendment to CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 21st, 2015 • Global Defense & National Security Systems, Inc. • Blank checks • Delaware
This Amendment to Convertible Promissory Note (this “Amendment”) is made and entered into as of July 21, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender”). Capitalized terms used in this Amendment but not defined herein shall have the meanings given in the Note (as defined below).
VOTING AGREEMENTVoting Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks
This VOTING AGREEMENT (this “Agreement”) is made as of November 23, 2015, by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), (ii) Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Sponsor”), and (iii) collectively, Simon S. Lee Management Trust, Simon Lee Family Trust, AHL Descendants Trust, JSL Descendants Trust and Brian Lee Family Trust (the “Stockholder Group”). Sponsor and the Stockholder Group are referred to herein collectively as the “Investor Parties”, and each of Sponsor and the Stockholder Group as an “Investor Party”, and the Investor Parties, together with the Company, are referred to herein as the “Parties”.
Amendment to PROMISSORY NOTEPromissory Note • October 23rd, 2015 • Global Defense & National Security Systems, Inc. • Blank checks • Delaware
This Amendment to Promissory Note (this “Amendment”) is made and entered into as of October 23, 2015 (the “Amendment Effective Date”) by and between Global Defense & National Security Systems, Inc. (the “Company”), and Global Defense & National Security Holdings LLC (the “Lender”). Capitalized terms used in this Amendment but not defined herein shall have the meanings given in the Note (as defined below).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of October 23, 2013 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Integrated Security (USA) Inc., a Delaware corporation (“GIS”), in connection with the Company’s proposed public offering of shares of common stock, par value $0.0001 per share (the “Shares”), pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 9th, 2015 • Global Defense & National Security Systems, Inc. • Blank checks
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 8th day of June, 2015, among (i) Global Defense & National Security Systems, Inc., a Delaware corporation (the “Buyer”), (ii) Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Sponsor”), solely for purposes of Sections 1.2 and 6.5(i), (iii) STG Group, Inc., a Delaware corporation (the “Company”), (iv) each of the Persons set forth on Annex A (the “Stockholders”, and, together with the Company, the “Seller Parties”) and (v) Simon Lee, as Stockholders’ Representative, solely for purposes of Sections 1.2, 1.3, 1.4, 6.3, 6.5, 6.7, 6.10 and 6.23 and ARTICLES IX and XII, and, individually, solely for purposes of ARTICLE X. The Buyer, the Company and the Stockholders are referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms not otherwise defined herein have the respective meanings ascribed to them in Appendix A.
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • November 15th, 2016 • STG Group, Inc. • Blank checks • Virginia
This Separation and General Release Agreement (this “Agreement”) is entered into between STG Group, Inc., a Delaware corporation (formerly known as Global Defense & National Security Systems, Inc.) (together with its successors and assigns, the “Company”), and Paul Fernandes (“Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 22nd, 2017 • STG Group, Inc. • Blank checks
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 18th day of February, 2017, by and among (i) STG Group, Inc., a Delaware corporation (“Parent”), (ii) Ripcord Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) PSS Holdings, Inc., a Delaware corporation (the “Company”), (iv) PSS PE I, L.P., a Delaware limited partnership, PSS Co-Investors, L.P., a Delaware limited partnership, WWC Capital Fund II, L.P., a Delaware limited partnership, Spring Capital Partners II, L.P., a Maryland limited partnership, and Scott Goss (each, a “Significant Stockholder” and collectively, the “Significant Stockholders” and together with the Company, the “Seller Parties”), and (v) Peter M. Schulte, a resident of the State of New York, but solely in his capacity as Stockholders’ Representative (as defined herein). Parent, Merger Sub, the Company and the Significant Stockholders are referred to herein individually as a “Party” an
AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGERAnd Waiver to Agreement and Plan of Merger • May 22nd, 2017 • STG Group, Inc. • Blank checks • Delaware
THIS AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of May 8, 2017, by and between STG Group, Inc., a Delaware corporation (“Parent”), Ripcord Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), PSS Holdings, Inc., a Delaware corporation (the “Company”), PSS PE I, L.P., a Delaware limited partnership, PSS Co-Investors, L.P., a Delaware limited partnership, WWC Capital Fund II, L.P., a Delaware limited partnership, Spring Capital Partners II, L.P., a Maryland limited partnership, and Scott Goss (collectively, the “Significant Stockholders”) and Peter M. Schulte (the “Stockholders’ Representative”). All capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
LIMITED FORBEARANCE TO CREDIT AGREEMENTCredit Agreement • April 17th, 2017 • STG Group, Inc. • Blank checks
THIS LIMITED FORBEARANCE TO CREDIT AGREEMENT(this “Forbearance”) is entered into as of February 24, 2017 by and among STG GROUP, INC., a Delaware corporation (“Holdings”), STG, INC., a Virginia corporation (the “Administrative Borrower”), ACCESS SYSTEMS, INCORPORATED, a Virginia corporation (“Access”), STG GROUP HOLDINGS, INC., a Delaware corporation (“Parent”, and together with Holdings, the Administrative Borrower, and Access, collectively, the “STG Parties”), the lenders party hereto (the “Required Lenders”), MC ADMIN CO LLC, a Delaware limited liability company, as administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), and PNC BANK, NATIONAL ASSOCIATION, as collateral agent under the Credit Agreement (as defined below) (in such capacity, the “Collateral Agent”).
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.Global Defense & National Security Systems, Inc. • October 2nd, 2013 • Blank checks
This letter will confirm our agreement that, commencing on the effective date of the Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) by Global Defense & National Security Systems, Inc. (the “Company”) (such date, the “Commencement Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the distribution of the Trust Account (as defined below) to the Company’s public stockholders (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Global Defense & National Security Holdings LLC (the “Sponsor”) shall arrange for or make available to the Company, at a number of premises, including 11921 Freedom Drive, Suite 550, Two Fountain Square, Reston, Virginia 20190 (or any successor location of the Sponsor), certain office space, utilities, and general office, receptionist and secretar
FORM OF RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTCorporate Opportunities Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of , 2013 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Integrated Security (USA) Inc., a Delaware corporation (“GIS”), in connection with the Company’s proposed public offering of shares of common stock, par value $0.0001 per share (the “Shares”), pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.Global Defense & National Security Systems, Inc. • November 4th, 2013 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date of the Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) by Global Defense & National Security Systems, Inc. (the “Company”) (such date, the “Commencement Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the distribution of the Trust Account (as defined below) to the Company’s public stockholders (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Global Defense & National Security Holdings LLC (the “Sponsor”) shall arrange for or make available to the Company, at a number of premises, including 11921 Freedom Drive, Suite 550, Two Fountain Square, Reston, Virginia 20190 (or any successor location of the Sponsor), certain office space, utilities, and general office, receptionist and secretar
