0001144204-13-053494 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
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”).

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This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”),...
Underwriting Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • Blank checks
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FORM OF STOCK ESCROW AGREEMENT
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”).

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
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PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York

This Private Placement Purchase Agreement (this “Agreement”), dated as of , 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.”

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FORM OF RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT
Right of First Refusal and Corporate 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”).

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Global Defense & National Security Systems, Inc. AMENDED AND RESTATED Subscription Agreement
Subscription 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”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 2nd, 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”).

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6,000,000 Shares Global Defense & National Security Systems, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York

The Company has entered into a Subscription Agreement, effective as of [●], 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).

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GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.
Administrative Services Agreement • October 2nd, 2013 • Global Defense & National Security Systems, Inc. • 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

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