SEPARATION AGREEMENTSeparation Agreement • May 22nd, 2017 • STG Group, Inc. • Blank checks • Virginia
I, Dale R. Davis, residing at 4404 Seascape Drive, Kitty Hawk, NC 27949, on behalf of myself and my estate, heirs, representatives, successors and assigns, and STG, Inc., a Virginia corporation and its subsidiaries and other affiliates (collectively and severally, the “Company”), agree to the following for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 22nd, 2017 • STG Group, Inc. • Blank checks
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 18th day of February, 2017, by and among (i) STG Group, Inc., a Delaware corporation (“Parent”), (ii) Ripcord Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), (iii) PSS Holdings, Inc., a Delaware corporation (the “Company”), (iv) PSS PE I, L.P., a Delaware limited partnership, PSS Co-Investors, L.P., a Delaware limited partnership, WWC Capital Fund II, L.P., a Delaware limited partnership, Spring Capital Partners II, L.P., a Maryland limited partnership, and Scott Goss (each, a “Significant Stockholder” and collectively, the “Significant Stockholders” and together with the Company, the “Seller Parties”), and (v) Peter M. Schulte, a resident of the State of New York, but solely in his capacity as Stockholders’ Representative (as defined herein). Parent, Merger Sub, the Company and the Significant Stockholders are referred to herein individually as a “Party” an
AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGERAnd Waiver to Agreement and Plan of Merger • May 22nd, 2017 • STG Group, Inc. • Blank checks • Delaware
THIS AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of May 8, 2017, by and between STG Group, Inc., a Delaware corporation (“Parent”), Ripcord Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), PSS Holdings, Inc., a Delaware corporation (the “Company”), PSS PE I, L.P., a Delaware limited partnership, PSS Co-Investors, L.P., a Delaware limited partnership, WWC Capital Fund II, L.P., a Delaware limited partnership, Spring Capital Partners II, L.P., a Maryland limited partnership, and Scott Goss (collectively, the “Significant Stockholders”) and Peter M. Schulte (the “Stockholders’ Representative”). All capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
LIMITED WAIVER TO CREDIT AGREEMENTCredit Agreement • May 22nd, 2017 • STG Group, Inc. • Blank checks
THIS LIMITED WAIVER TO CREDIT AGREEMENT (this “Waiver”) is entered into as of March 31, 2017 by and among STG GROUP, INC., a Delaware corporation (“Holdings”), STG, INC., a Virginia corporation (the “Administrative Borrower”), ACCESS SYSTEMS, INCORPORATED, a Virginia corporation (“Access”), STG GROUP HOLDINGS, INC., a Delaware corporation (“Parent”, and together with Holdings, the Administrative Borrower, and Access, collectively, the “STG Parties”), the lenders party hereto (the “Required Lenders”) and MC ADMIN CO LLC, a Delaware limited liability company, as administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”).
