AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2015 • STG Group, Inc. • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 23, 2015, by and among Global Defense & National Security Systems, Inc.,, a Delaware corporation (the “Company”), each Person listed on Schedule I attached hereto (the “Investors”).
SECURITY AGREEMENT among Global Defense & National Security Systems, Inc., STG GROUP, INC., STG, INC., ACCESS SYSTEMS, INCORPORATED, SUCH OTHER ASSIGNORS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION as COLLATERAL AGENT Dated as of November 23, 2015Security Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • New York
SECURITY AGREEMENT, dated as of November 23, 2015, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the “Assignors”) in favor of PNC Bank, National Association, as collateral agent (together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
PLEDGE AGREEMENT among GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC., STG GROUP, INC., STG, INC., ACCESS SYSTEMS, INCORPORATED, SUCH OTHER PLEDGORS PARTY HERETO, as the PLEDGORS, and PNC BANK, NATIONAL ASSOCIATION, as PLEDGEE Dated as of November...Pledge Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • New York
PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of November 23, 2015, among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 31 hereof, the “Pledgors”) and PNC Bank, National Association, as collateral agent (the “Collateral Agent” and, together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • Virginia
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Glenn Davis, a natural person (the “Executive”), and shall be effective as of the closing of the transactions contemplated by the Purchase Agreement (as defined below).
SECOND AMENDED AND RESTATED BACKSTOP COMMON STOCK PURCHASE AGREEMENTBackstop Common Stock Purchase Agreement • November 30th, 2015 • STG Group, Inc. • 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).
CREDIT AGREEMENT among Global Defense & National Security Systems, Inc., STG Group, Inc., STG, INC., ACCESS SYSTEMS, INCORPORATED, VARIOUS LENDERS, as ADMINISTRATIVE AGENT, AND PNC BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT Dated as of NOVEMBER...Credit Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks
ESCROW AGREEMENTEscrow Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of November 23, 2015, by and among Global Defense & National Security Systems, Inc., a Delaware corporation, a Delaware corporation (the “Buyer”), each of the Persons set forth on the signature page hereto as a Stockholder (each a “Stockholder” and collectively, the “Stockholders”), who are stockholders of STG Group, Inc., a Delaware corporation (the “Company”), Simon Lee (the “Stockholders’ Representative”) and Branch Banking and Trust Company, a North Carolina banking corporation (the “Escrow Agent”). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • Delaware
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of the 23rd day of November, 2015 (the “Effective Date”), by and among GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC., a Delaware corporation (the “Company”), and GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS HOLDINGS LLC, a Delaware limited liability company, (the “Transferor”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Backstop Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • November 30th, 2015 • STG Group, Inc. • 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”.
SERVICES AGREEMENTServices Agreement • November 30th, 2015 • STG Group, Inc. • Blank checks • Virginia
This SERVICES AGREEMENT (this “Services Agreement”) is entered into on November 10, 2015, by and between Global Strategies Group (North America) LLC (the “Service Provider”), and STG Group, Inc., a Delaware corporation (the “Company”) (hereinafter referred to collectively as the “Parties” and individually as a “Party”).
