FORM OF TRANSITION SERVICES AGREEMENT (PARENT TO SPINCO)Transition Services Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware
This Transition Services Agreement (Parent to Spinco) (together with the Schedules and Exhibits hereto, this “Agreement”), is made as of the day of 2016 (the “Effective Date”), by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Corporation, a Delaware corporation (“Spinco”). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”
AMENDMENT Dated as of June 27, 2016 to SEPARATION AGREEMENT Dated as of January 26, 2016 By and Among LOCKHEED MARTIN CORPORATION and ABACUS INNOVATIONS CORPORATIONSeparation Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware
This Amendment (this “Amendment”) to Separation Agreement (the “Separation Agreement”), by and among Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Spinco”), is made as of the 27th day of June 2016. Each of LMC and Spinco is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
AMENDMENT Dated as of June 27, 2016 to AGREEMENT AND PLAN OF MERGER Dated as of January 26, 2016 By and Among LOCKHEED MARTIN CORPORATION, ABACUS INNOVATIONS CORPORATION, LEIDOS HOLDINGS, INC. and LION MERGER CO.Agreement and Plan of Merger • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware
This Amendment (this “Amendment”) to Agreement and Plan of Merger (the “Merger Agreement”), by and among Lockheed Martin Corporation, a Maryland corporation (“LMC”), Abacus Innovations Corporation, a Delaware corporation and wholly owned subsidiary of LMC (“Spinco”), Leidos Holdings, Inc., a Delaware corporation (“RMT Parent”), and Lion Merger Co., a Delaware corporation and wholly owned subsidiary of RMT Parent (“Merger Sub”), is made as of the 27th day of June 2016. Each of LMC, Spinco, RMT Parent and Merger Sub is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware
This Intellectual Property Matters Agreement (together with the Attachments hereto, this “Agreement”), is made as of the day of 2016, by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Technology, Inc., a Delaware corporation (“Abacus Technology”). Each of Parent and Abacus Technology is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”
FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware
This First Amendment (this “Amendment”) to the Employee Matters Agreement, dated as of the 26th day of January 2016 (the “Employee Matters Agreement”), Lockheed Martin Corporation, a Maryland corporation (“Parent”), Abacus Innovations Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Spinco”) and Leidos Holdings, Inc., a Delaware corporation (“RMT Parent”), is made as of the 27 day of June 2016. Each of Parent, Spinco, and RMT Parent is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
FORM OF SHARED CONTRACTS AGREEMENT SHARED CONTRACTS (SPINCO COMPANIES)Shared Contracts Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware
This Shared Contracts Agreement – Shared Contracts (Spinco Companies) (together with the Exhibits hereto, this “Agreement”) is made as of the day of 2016, by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Corporation, a Delaware corporation (“Spinco”). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”
FORM OF SUPPLY AGREEMENT (PARENT TO SPINCO)Supply Agreement • June 28th, 2016 • Leidos Holdings, Inc. • Services-computer integrated systems design • Delaware
This Supply Agreement (Parent to Spinco) (together with the Exhibits hereto, this “Agreement”) is made as of the day of 2016, by and between Lockheed Martin Corporation, a Maryland corporation (“Parent”), and Abacus Innovations Corporation, a Delaware corporation (“Spinco”). Each of Parent and Spinco is sometimes referred to individually in this Agreement as a “Party” and collectively they are sometimes referred to as the “Parties.”
