STOCK PURCHASE AGREEMENT by and among NCI INFORMATION SYSTEMS, INC., THE SELLERS NAMED HEREIN, THE PHANTOM STOCK HOLDERS NAMED HEREIN, and COMPUTECH, INC. December 24, 2014Stock Purchase Agreement • December 29th, 2014 • NCI, Inc. • Services-computer integrated systems design • Maryland
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 24, 2014 (the “Agreement Date”), by and among (a) NCI Information Systems, Inc., a Virginia corporation (the “Buyer”), (b) Computech, Inc., a Maryland corporation (the “Company”), (c) each of the stockholders of the Company listed on the signature pages hereto (each, individually, a “Seller” and, collectively, the “Sellers”), and (d) each of the phantom stock holders of the Company set forth on Exhibit B attached hereto (each, individually, a “Phantom Stock Holder” and, collectively, the “Phantom Stock Holders”). For purposes of this Agreement, upon the exchange of the phantom stock units held by the Phantom Stock Holders for Shares (as defined below) prior to the Closing Date (as defined herein) pursuant to the terms and conditions of the phantom stock agreements (collectively, the “Phantom Stock Agreements”) between each Phantom Stock Holder and the Company (the “Phantom Stock Distribution”), then the ter
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 29th, 2014 • NCI, Inc. • Services-computer integrated systems design • Virginia
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2014, is made by and among NCI, INC., a Delaware corporation (the “Company”), NCI INFORMATION SYSTEMS, INCORPORATED, a Virginia corporation (“NCI Virginia”), KARTA TECHNOLOGIES, INC., a Texas corporation (“Karta”), and ADVANCEMED CORPORATION, a Virginia corporation (“AdvanceMed,” and together with the Company, NCI Virginia, Karta and each other Subsidiary that becomes a party to the Loan Agreement (as such term is defined below) from time to time in accordance with the provisions set forth therein, collectively, the “Borrowers,” and individually, a “Borrower”), the Lenders (as defined below) party hereto, and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), as Issuing Bank and as Swingline Lender.
