February 4, 1998
EXHIBIT 10.38
DBA SYSTEMS, INC.
0000 XXXXX XXXXX XXXXX XXXX
XXXXXXXXX, XXXXXXX 00000-0000
RE: AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED JANUARY 5, 1998 BY AND
AMONG THE TITAN CORPORATION, EAGLE ACQUISITION SUB, INC. AND DBA SYSTEMS,
INC. (THE "MERGER AGREEMENT")
Gentlemen:
Terms used but not defined herein shall have the meaning given to such terms
in the Merger Agreement. The Titan Corporation ("Titan") hereby agrees that in
connection with the transactions contemplated by the Merger Agreement referenced
above, Titan shall promptly, and in no event later than 30 days following the
Effective Time, file with the Securities and Exchange Commission a Registration
Statement on Form S-3 (the "S-3 Registration Statement") registering the resale
of all shares of Titan Common Stock issued in the Merger and held immediately
following the Effective Time by persons (the "Subject Stockholders") who,
immediately prior to the Effective Time, beneficially held twenty percent (20%)
or more of the outstanding shares of DBA Systems, Inc's ("DBA") Common Stock,
and shall use its best efforts to cause such S-3 Registration Statement to be
declared effective as promptly as practicable, and to keep such S-3 Registration
Statement effective for a period of one year.
Titan shall pay all fees and expenses in connection with the preparation and
filing of such S-3 Registration Statement and the printing and delivery of
reasonable quantities of preliminary and final prospectuses contained therein
required for use by such Subject Stockholders; provided that Titan shall not be
responsible for any legal fees or expenses incurred by DBA or any Subject
Stockholder or any discounts or commissions payable in connection with the sale
of any such shares.
Titan further agrees that it shall enter into such further agreements, if
any, as may be required to evidence or further clarify the agreements set forth
herein. Titan further acknowledges that the Subject Stockholders are third party
beneficiaries of the agreements set forth herein and shall have the right to
enforce this Agreement against Titan as if such Subject Shareholders were a
party hereto.
Sincerely,
/s/ XXXX XX XXXXX
------------------------
Senior Vice President and
Chief Financial Officer
