October 23, 2015Letter Agreement • October 23rd, 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
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”).
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 RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal and Corporate 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”).
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).
SECOND Amendment to Underwriting Agreement October 23, 2015Underwriting Agreement • October 23rd, 2015 • Global Defense & National Security Systems, Inc. • Blank checks
Reference is made to that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of October 24, 2013, as amended as of July 21, 2015, by and among Global Defense & National Security Systems, Inc. (the “Company”), Cowen & Company, LLC, Maxim Group LLC and I-Bankers Securities Inc. (together, with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”). Except as otherwise specifically provided herein, all capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.
