AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2015 • Global Defense & National Security Holdings LLC • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of November 23, 2015, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).
SECOND AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENTBackstop Common Stock Purchase Agreement • November 25th, 2015 • Global Defense & National Security Holdings LLC • Blank checks • Delaware
This Second Amended and Restated Backstop Common Stock Purchase Agreement (this “Agreement”), is entered into as of November 23, 2015, 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 (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Stock Purchase Agreement (as defined below).
Global Defense & National Security Systems, Inc. 11921 Freedom Drive Suite 550 Reston, VA 20190 Re: Share Contribution and Dividend Waiver To Global Defense & National Security Systems, Inc.:Share Contribution and Dividend Waiver • November 25th, 2015 • Global Defense & National Security Holdings LLC • Blank checks
Reference is made to that certain Stock Purchase Agreement, dated as of June 8, 2015, by and among Global Defense & National Security Systems, Inc. (“GDEF”), STG Group, Inc., the stockholders of STG Group, Inc. (the “Stockholders”), Global Defense & National Security Holdings LLC (the “Sponsor”) and Simon Lee as stockholders representative (the “Stock Purchase Agreement”).
STOCK ASSIGNMENTStock Assignment • November 25th, 2015 • Global Defense & National Security Holdings LLC • Blank checks
Reference is hereby made to the Stock Purchase Agreement, dated as of June 8, 2015 (the “Stock Purchase Agreement”), by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC, a Delaware limited liability company, STG Group, Inc., a Delaware corporation, Simon Lee, as Stockholders’ Representative, and each of the Stockholders named therein (collectively, the “Stockholders”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.
VOTING AGREEMENTVoting Agreement • November 25th, 2015 • Global Defense & National Security Holdings LLC • Blank checks
This VOTING AGREEMENT (this “Agreement”) is made as of November 23, 2015, by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), (ii) Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Sponsor”), and (iii) collectively, Simon S. Lee Management Trust, Simon Lee Family Trust, AHL Descendants Trust, JSL Descendants Trust and Brian Lee Family Trust (the “Stockholder Group”). Sponsor and the Stockholder Group are referred to herein collectively as the “Investor Parties”, and each of Sponsor and the Stockholder Group as an “Investor Party”, and the Investor Parties, together with the Company, are referred to herein as the “Parties”.
