CREDIT AGREEMENT Dated as of August 14, 2018 among CALIBURN HOLDINGS LLC, as Holdings, CALIBURN INTERNATIONAL, LLC, as the Borrower THE GUARANTORS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, SUNTRUST...Credit Agreement • October 19th, 2018 • Caliburn International Corp • Services-management services • New York
This CREDIT AGREEMENT is entered into as of August 14, 2018, among Caliburn Holdings LLC, a Delaware limited liability company (“Holdings”), Caliburn International, LLC, a Delaware limited liability company (the “Borrower”), the other Guarantors identified herein, the Lenders identified herein and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CALIBURN INTERNATIONAL CORPORATION FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Caliburn International Corporation a Delaware corporation (the “Company”), and (“Indemnitee”), and supersedes any other prior agreement between the Company and Indemnitee regarding indemnification.
AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • October 19th, 2018 • Caliburn International Corp • Services-management services • Virginia
This Amended and Restated Professional Services Agreement (this “Agreement”) is dated as of August 14, 2018 by and between D.C. Capital Partners, L.L.C., a Virginia limited liability company (“DCCP”), and Gladiator PTC, Corp., a Delaware corporation (the “Company”).
FORM OF TAX RECEIVABLE AGREEMENT among CALIBURN INTERNATIONAL CORPORATION and THE PERSONS NAMED HEREIN Dated as of [November ], 2018Tax Receivable Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [November ], 2018, is hereby entered into by and among Caliburn International Corporation, a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income tax purposes, the “Corporate Taxpayer”) and each of the persons from time to time party hereto (the “TRA Parties”).
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENTManagement Agreement • October 19th, 2018 • Caliburn International Corp • Services-management services • Maryland
THIS AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into, effective as of November 12, 2015, by and between Comprehensive Health Services, Inc., a Maryland corporation (the “Company”), and James Van Dusen (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Management Agreement (as defined below).
FORM OF STOCKHOLDERS AGREEMENT DATED AS OF , 2018 AMONG CALIBURN INTERNATIONAL CORPORATION AND THE OTHER PARTIES HERETOStockholders Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • Delaware
This Stockholders Agreement is entered into as of , 2018 by and among Caliburn International Corporation, a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
CALIBURN HOLDINGS LLC FORM OF THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF , 2018Limited Liability Company Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is adopted, executed and entered into effective as of , 2018, by and among Caliburn Holdings LLC, a Delaware limited liability company (the “Company”), and the Members. This Agreement supersedes any and all previous limited liability company agreements of the Company.
CALIBURN HOLDINGS LLC FORM OF REORGANIZATION AGREEMENT by and among CALIBURN INTERNATIONAL CORPORATION, CALIBURN HOLDINGS LLC AND THE OTHER PARTIES NAMED HEREIN DATED AS OF , 2018Reorganization Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • Delaware
This REORGANIZATION AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of , 2018, by and among (i) Caliburn International Corporation, a corporation organized and existing under the laws of the State of Delaware (“Caliburn”), (ii) Caliburn Holdings LLC, a Delaware limited liability company (the “Company”), (iii) Intermediate Janus Holdings, LLC (“Intermediate Janus”), (iv) Janus Blocker Corporation (“Janus Blocker”), (v) DC Capital Partners Fund II GP, LLC (“GP”), (vi) DC Capital Partners Fund II, L.P. (“DC Capital Fund II”), (vii) , a corporation organized and existing under the laws of the State of Delaware (“Merger Sub”), (viii) DC Capital Partners Fund II (Cayman), L.P. (“DC Capital Fund II Cayman”) and (ix) the Members (as defined below).
CALIBURN INTERNATIONAL CORPORATION FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of , (the “Date of Grant”), by and between Caliburn International Corporation, a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Caliburn International Corporation 2018 Omnibus Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
CALIBURN INTERNATIONAL CORPORATION FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of , (the “Date of Grant”), by and between Caliburn International Corporation, a Delaware corporation (the “Company”), and (the “Grantee”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Caliburn International Corporation 2018 Omnibus Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
FORM OF TERMINATION AGREEMENTTermination Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • New York
THIS TERMINATION AGREEMENT (this “Agreement”), entered into as of November , 2018, by and among Comprehensive Health Services, LLC, a Maryland limited liability company (“CHS”), Sallyport Logistics & Security LLC, a Delaware limited liability company (“Sallyport”), Janus Holdco LLC, a Delaware limited liability company (“Janus”), Gladiator PTC, Corp., a Delaware corporation (“PTC,” and collectively, with CHS, Sallyport and Janus, the “Companies”), Caliburn International Corporation, a Delaware corporation (“Parent”), and DC Capital Partners, LLC, a Virginia limited liability company (“DCCP”).
FORM OF EXCHANGE AGREEMENTExchange Agreement • November 1st, 2018 • Caliburn International Corp • Services-management services • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2018, among Caliburn Holdings LLC, a Delaware limited liability company (“Holdings”), Caliburn International Corporation, a Delaware corporation (“Caliburn”), and the Members (as defined herein) from time to time party hereto.
FOURTH AMENDMENT TO OFFICE DEED OF LEASEOffice Deed of Lease • October 19th, 2018 • Caliburn International Corp • Services-management services • Virginia
This Fourth Amendment to Office Deed of Lease (“Amendment”) is made this 22nd day of August, 2017 (the “Effective Date”), between DIP SPV COMPANY 6, LLC, a Delaware limited liability company (“Landlord”) and COMPREHENSIVE HEALTH SERVICES INC., a Maryland corporation (“Tenant”).
