November 16, 2016 Lucas J. Narel Dear Lucas:Retention Agreement • July 17th, 2017 • NCI, Inc. • Services-computer integrated systems design • Virginia
NCI Information Systems, Inc. (the “Company”) believes your contributions in your role as the Chief Finalcial Officer (CFO) are valuable to the Company. Therefore, on behalf of the Company, I am pleased to offer you this retention agreement (the “Agreement”), which will provide financial incentives for you to remain employed by the Company or its affiliates.
Re: Exclusivity AgreementExclusivity Agreement • July 17th, 2017 • NCI, Inc. • Services-computer integrated systems design • Delaware
NCI, Inc. (together with its subsidiaries, the “Company”) acknowledges that H.I.G. Middle Market, LLC and its affiliates (“H.I.G.”) will invest substantial time and resources and incur substantial expenses in completing their due diligence investigation of the Company and in negotiating and documenting a possible transaction pursuant to which H.I.G., through one or more of its affiliates, would acquire the Company from its shareholders (the “Transaction”). To induce H.I.G. to incur such expenses and pursue the Transaction, by the execution and delivery of this exclusivity agreement (the “Agreement”), the Company covenants and agrees with H.I.G. as follows:
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 17th, 2017 • NCI, Inc. • Services-computer integrated systems design • Delaware
THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of April [●], 2017 (the “Effective Date”), by and between NCI, Inc., a Delaware corporation (the “Company”), and H.I.G. Middle Market, LLC, a Delaware limited liability company (the “Recipient”).
NCI, Inc. 11730 Plaza America Drive Reston, Virginia 20190-4764Merger Agreement • July 17th, 2017 • NCI, Inc. • Services-computer integrated systems design
On behalf of the Board of Directors of NCI, Inc. (the “Company”), I am pleased to inform you that on July 2, 2017, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), and Cloud Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the terms of the Merger Agreement, Purchaser commenced a tender offer on July 17, 2017 (the “Offer”) to purchase all of the outstanding shares of our Class A common stock, par value $0.019 per share (the “Class A Shares”), and our Class B common stock, par value $0.019 per share (the “Class B Shares” and together with the Class A Shares, the “Shares”), at a price per share of $20.00, net to the seller thereof in cash, without interest (such amount, the “Offer Price”), and subject to deduction for any required withholding of taxes. The Offer is initially scheduled to expire at 12:00
