REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 6, 2018, is made and entered into by and among Gores Holdings III, Inc., a Delaware corporation (the “Company”), Gores Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF WARRANT AGREEMENT between GORES HOLDINGS III, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 16th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2018, is by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
37,500,000 Units Gores Holdings III, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 29th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
Gores Holdings III, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 37,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,625,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized term
AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 25, 2021 BY AND AMONG AMENTUM GOVERNMENT SERVICES HOLDINGS LLC, PINNACLE VIRGINIA MERGER SUB INC. and PAE INCORPORATEDAgreement and Plan of Merger • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 25, 2021, is by and among Amentum Government Services Holdings LLC, a Delaware limited liability company (“Parent”), Pinnacle Virginia Merger Sub Inc., a Delaware corporation and a wholly owned indirect Subsidiary of Parent (“Merger Sub”), and PAE Incorporated, a Delaware corporation (the “Company”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 12th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of September 6, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Gores Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between PAE INCORPORATED, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
WARRANT AGREEMENT between GORES HOLDINGS III, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 12th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 6, 2018, is by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2020, is made and entered into by and among (i) PAE Incorporated (f/k/a Gores Holdings III, Inc.), a Delaware corporation (the “Company”), (ii) Gores Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), (iii) Randall Bort, (iv) William Patton, (v) Jeffrey Rea (together with Randall Bort, William Patton, Sponsor and their respective Permitted Transferees (as defined herein), the “Gores Holders”) and (vi) the stockholders of Shay Holding Corporation, a Delaware Corporation party hereto (“Shay Holding Corporation” and, such stockholders, the “Shay Holders”). The Gores Holders, the Shay Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”).
Gores Holdings III, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Letter Agreement • August 29th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 43,125,000 of the Company’s units (including up to 5,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a regist
Gores Holdings III, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Letter Agreement • August 10th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 43,125,000 of the Company’s units (including up to 5,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a regist
Gores Holdings III, Inc. Beverly Hills, California 90212Gores Holdings III, Inc. • August 10th, 2018 • Blank checks • New York
Gores Holdings III, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor III LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 10,781,250 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,406,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustm
Gores Holdings III, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Letter Agreement • January 16th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 43,125,000 of the Company’s units (including up to 5,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a regist
ContractEmployment Agreement • May 7th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2020 (the “Effective Date”), by and between JOHN E. HELLER (“Executive”) and PAE INCORPORATED, a Delaware corporation (“PAE”).
REVOLVING CREDIT AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION and its Domestic Subsidiaries listed as Borrowers on the signature pages hereto, as Borrowers, VARIOUS LENDERS and BANK OF AMERICA, N.A., as...Revolving Credit Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • District of Columbia
THIS REVOLVING CREDIT AGREEMENT, dated as of October 20, 2016, among SHAY INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation (“Holdings”), PAE HOLDING CORPORATION, a Delaware corporation (the “Lead Borrower”), each of the other Borrowers (as hereinafter defined), the Lenders party hereto from time to time and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 12th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 6, 2018 by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 29th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2018 by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
This INTERCREDITOR AGREEMENT (“Agreement”), is dated as of October 20, 2016 and is entered into by and among Shay Intermediate Holding II Corporation, a Delaware corporation (“Holdings”), PAE Holding Corporation, a Delaware corporation (the “Lead Borrower”), the certain Subsidiaries of the Lead Borrower that become a party hereto from time to time as a Borrower or Guarantor, Bank of America, N.A. (“Bank of America”), as collateral agent for the holders of the Revolving Credit Obligations (together with its permitted successors and assigns (including in connection with any Refinancing), the “Revolving Credit Collateral Agent”), Bank of America, as collateral agent for the holders of the Initial Fixed Asset Obligations (together with its permitted successors and assigns, the “Initial Fixed Asset Collateral Agent”) and Bank of America, as collateral agent for the holders of the Second Lien Initial Fixed Asset Obligations (together with its permitted successors and assigns, the “Second Lie
AMENDMENT NO. 2 TO FIRST LIEN TERM LOAN CREDIT AGREEMENTFirst Lien Term Loan Credit Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management
THIS FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of October 20, 20162016, amended by Amendment No. 1 on June 12, 2017 and as amended on the Amendment No. 12 Effective Date, among SHAY INTERMEDIATE HOLDING II CORPORATION (“Holdings”), PAE HOLDING CORPORATION (“PAE” or the “Lead Borrower”), each Subsidiary Borrower party hereto from time to time, the Lenders party hereto from time to time and BANK OF AMERICA, N.A., as the Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
AGREEMENT AND PLAN OF MERGER BY AND AMONG GORES HOLDINGS III, INC., EAP MERGER SUB, INC., EAP MERGER SUB II, LLC, SHAY HOLDING CORPORATION, and PLATINUM EQUITY ADVISORS, LLC, IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE DATED AS OF NOVEMBER 1, 2019Agreement and Plan of Merger • November 1st, 2019 • Gores Holdings III, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 1, 2019, by and among Gores Holdings III, Inc., a Delaware corporation (“Parent”), EAP Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“First Merger Sub”), EAP Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Second Merger Sub”), Shay Holding Corporation, a Delaware corporation (the “Company”), and Platinum Equity Advisors, LLC, a Delaware limited liability company, in its capacity as the Stockholder Representative hereunder (in such capacity, the “Stockholder Representative”). Each of the Company, Parent, First Merger Sub, Second Merger Sub and the Stockholder Representative shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits
Gores Holdings III, Inc.Letter Agreement • September 12th, 2018 • Gores Holdings III, Inc. • Blank checks • New York
This letter agreement by and between Gores Holdings III, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Sponsor III LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 14, 2016 (the “Effective Date”), by and between PAUL W. COBB (“Executive”) and PACIFIC ARCHITECTS AND ENGINEERS INCORPORATED, a California corporation (“PAE”).Employment Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
WHEREAS, PAE has entered into that certain Agreement and Plan of Merger, dated as of January 14, 2016 (the “Merger Agreement”), by and among (i) PAE Holding Corporation (“PAE Holding”), (ii) LG PAE, L.P., (iii) Shay Intermediate Holding II Corporation (“Parent”) and (iv) Shay Merger Corporation (“Sub”), pursuant to which Sub will merge with and into PAE Holding, with PAE Holding continuing as the surviving corporation, subject to the terms and conditions of the Merger Agreement;
SECOND LIEN SECURITY AGREEMENT Among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016Security Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
SECOND LIEN SECURITY AGREEMENT, dated as of October 20, 2016, made by each of the undersigned grantors (each, a “Grantor” and, together with any other entity that becomes a grantor hereunder pursuant to Section 10.12 hereof, the “Grantors”) in favor of Bank of America, N.A., 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 capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
Gores Holdings III, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Letter Agreement • September 12th, 2018 • Gores Holdings III, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 43,125,000 of the Company’s units (including up to 5,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a regist
April 13, 2021 Dear Patricia,Letter Agreement • May 7th, 2021 • PAE Inc • Services-engineering, accounting, research, management
This letter agreement (“Letter Agreement”), effective as of April 13, 2021 (the “Effective Date”) amends your Employment Agreement with PAE Incorporated (“PAE”), dated May 5, 2020 (the “Employment Agreement”). Capitalized terms used but not defined in this Letter Agreement shall have the meaning set forth in the Employment Agreement.
SECOND LIEN SUBSIDIARIES GUARANTYJoinder Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
SECOND LIEN SUBSIDIARIES GUARANTY, dated as of October 20, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 26 hereof, the “Guarantors”). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
PRIVILEGED AND CONFIDENTIAL SUBJECT TO THE TERMS OF A CONFIDENTIALITY AGREEMENT STOCK PURCHASE AGREEMENT by and among PACIFIC ARCHITECTS AND ENGINEERS, LLC, CENTRA TECHNOLOGY, INC., The Stockholders of CENTRA TECHNOLOGY, INC., and Barbara Rosenbaum,...Stock Purchase Agreement • November 5th, 2020 • PAE Inc • Services-engineering, accounting, research, management • Delaware
Exhibit A R&W Insurance Policy Exhibit B Form of Escrow Agreement Exhibit C Form of Stock Power Exhibit D Form of Seller Release Exhibit E Form of Receipt, Termination and Release Agreement
SECOND LIEN TERM LOAN CREDIT AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, as HOLDINGS PAE HOLDING CORPORATION, as the LEAD BORROWER, THE SUBSIDIARY BORROWERS PARTY HERETO VARIOUS LENDERS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT...Second Lien Term Loan Credit Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management
THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT, dated as of October 20, 2016, among SHAY INTERMEDIATE HOLDING II CORPORATION (“Holdings”), PAE HOLDING CORPORATION (“PAE” or the “Lead Borrower”), each Subsidiary Borrower party hereto from time to time, the Lenders party hereto from time to time and BANK OF AMERICA, N.A., as the Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
Amended and Restated FIRST LIEN TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 5th, 2020 • PAE Inc • Services-engineering, accounting, research, management
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among PAE HOLDING CORPORATION, SHAY INTERMEDIATE HOLDING II CORPORATION, as Holdings, BANK OF AMERICA, N.A., as Senior Priority Representative for the First Lien Credit Agreement Secured Parties, BANK OF...Intercreditor Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of October 20, 2016 (this “Agreement”), among SHAY INTERMEDIATE HOLDING II CORPORATION, a Delaware corporation (“Holdings”), PAE HOLDING CORPORATION, a Delaware corporation (the “Lead Borrower”), the other Grantors from time to time party hereto, BANK OF AMERICA, N.A., as Representative for the First Lien Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), BANK OF AMERICA. N.A., acting in its capacity as administrative agent and collateral agent under the Initial Second Lien Debt Agreement, as Representative for the Initial Second Priority Debt Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Second Lien Representative”), and each additional Senior Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to Section 8.09.
PACIFIC ARCHITECTS AND ENGINEERS INCORPORATEDTermination Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management
This letter, which is being entered into contemporaneously with the Merger Agreement, sets forth our mutual agreement concerning the treatment of any performance units that were granted to you under the Plan (the “Performance Units”). By signing below, you acknowledge and agree that the Performance Units will terminate in their entirety effective immediately prior to the Closing and that you will have no right to any payment with respect to the Performance Units upon the Closing or at any time thereafter, other than the payment set forth in this letter. The amount of such payment will equal the product of (x) the number of outstanding Performance Units held by you as of the time immediately prior to the their termination in accordance with this letter multiplied by (y) an amount equal to (i)(A) the Qualifying Event Value (defined below) plus $180,549,521 plus $80,000,000 divided by (B) $423,071,496 minus (ii) the grant value specified in your Performance Unit grant agreement, as determ
Transaction Bonus AgreementTransaction Bonus Agreement • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management • Virginia
As you are aware, PAE Incorporated (the “Company”) is currently contemplating a sale, directly or indirectly, of all or substantially all the assets or outstanding voting securities of the Company (whether by means of corporate merger, consolidation, asset or stock sale or otherwise, such sale is hereinafter referred to as a “Company Sale”).
SECOND LIEN PLEDGE AGREEMENT among SHAY INTERMEDIATE HOLDING II CORPORATION, PAE HOLDING CORPORATION, CERTAIN OTHER SUBSIDIARIES OF PAE HOLDING CORPORATION and BANK OF AMERICA, N.A., as COLLATERAL AGENT Dated as of October 20, 2016Second Lien Pledge Agreement • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
SECOND LIEN PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of October 20, 2016, among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) and Bank of America, N.A., as collateral agent (together with any successor collateral agent, the “Pledgee” or the “Collateral Agent”), 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.
AMENDMENT AND TERMINATION AGREEMENTAmendment and Termination Agreement • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management • Delaware
This AMENDMENT AND TERMINATION AGREEMENT, dated as of October 25, 2021 (this “Agreement”), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below).
ABL SUBSIDIARIES GUARANTYAbl Subsidiaries Guaranty • February 14th, 2020 • PAE Inc • Services-engineering, accounting, research, management • New York
ABL SUBSIDIARIES GUARANTY, dated as of October 20, 2016 (as amended, restated, amended and restated, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 26 hereof, the “Guarantors”). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
GORES III SUBSCRIPTION AGREEMENTGores Iii Subscription Agreement • November 1st, 2019 • Gores Holdings III, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this 1st day of November, 2019 (this “Subscription Agreement”), by and between Gores Holdings III, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
