0001193125-13-486817 Sample Contracts

DYNAMICS RESEARCH CORPORATION
Merger Agreement • December 30th, 2013 • Engility Holdings, Inc. • Services-engineering services

The name, current principal occupation or employment and material occupations, positions, offices or employment for the past five years of each director and executive officer of Engility Corporation (“Engility”) are set forth below. The business address and phone numbers of each director and executive officer is in care of Engility Corporation, 3750 Centerview Drive, Chantilly, VA 20151 and (703) 708-1400, respectively.

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CONSULTING AGREEMENT
Consulting Agreement • December 30th, 2013 • Engility Holdings, Inc. • Services-engineering services • Delaware

This Consulting Agreement (the “Agreement”) is made and entered into as of this 20th day of December, 2013 and made effective as of (subject to Section 1 hereof) the closing date of the Transaction (as defined below), between Engility Corporation (the “Company”), and James P. Regan (“Regan”). If the Transaction does not close, this Agreement shall not become effective.

FIRST ADDENDUM
Engility Holdings, Inc. • December 30th, 2013 • Services-engineering services

This First Addendum (this “Addendum”), dated as of November 21, 2013 (the “Effective Date”), is by and between Engility Holdings, Inc. (the “Recipient”) and Dynamics Research Corporation (the “Company”). Capitalized terms contained in this Addendum, that are not defined in this Addendum shall have the meanings set forth in that certain letter agreement dated October 4, 2013 (the “Agreement”) by and between the Company, and the Recipient.

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