Deltek, Inc. 13880 Dulles Corner Lane Herndon, Virginia 20171 April 28, 2009Shareholder Agreement • April 30th, 2009 • Deltek, Inc • Services-computer programming services • New York
April 9, 2009Letter of Agreement • April 30th, 2009 • Deltek, Inc • Services-computer programming services • New York
This Letter of Agreement, including the attached Appendix (collectively, this “Agreement”), sets forth the terms and conditions of the engagement by Deltek, Inc., a Delaware corporation (the “Company”), of Georgeson Securities Corporation to act as accommodating broker (the “Accommodating Broker”) and Georgeson Inc. to act as information agent (the “Information Agent” and, together with the Accommodating Broker, “Georgeson”) in connection with the Company’s proposed distribution (the “Rights Offering”) of non-transferable subscription rights to subscribe for and purchase shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), as described in the Company’s final prospectus (the “Prospectus”), included in the Registration Statement on Form S-3, File No. 333-158388, filed by the Company with the Securities and Exchange Commission on April 3, 2009, as amended by any amendment filed with respect to the registration statement (the “Registration Statement”).
Deltek, Inc. Offer to Purchase Common Stock Pursuant to Subscription RightsOffer to Purchase Common Stock • April 30th, 2009 • Deltek, Inc • Services-computer programming services
This letter is being distributed by Deltek, Inc., a Delaware corporation (“Deltek”), to all holders of record of shares of its common stock, par value $0.001 per share (the “Common Stock”) as of 5:00 p.m., New York City time, on April 14, 2009 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) of non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock. The Rights and Common Stock are described in the Prospectus for the offering (a copy of which accompanies this letter) (the “Prospectus”).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • April 30th, 2009 • Deltek, Inc • Services-computer programming services • New York
This Subscription Agent Agreement (this “Agreement”) is made as of [ ], 2009 among Deltek, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and Computershare’s fully owned subsidiary, Computershare Trust Company, N.A., a national banking association (the “Trust Company” and, together with Computershare, the “Agent”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them in the Subscription Rights Certificate (as defined below).
