AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 25, 2021 BY AND AMONG AMENTUM GOVERNMENT SERVICES HOLDINGS LLC, PINNACLE VIRGINIA MERGER SUB INC. and PAE INCORPORATEDMerger Agreement • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 25, 2021, is by and among Amentum Government Services Holdings LLC, a Delaware limited liability company (“Parent”), Pinnacle Virginia Merger Sub Inc., a Delaware corporation and a wholly owned indirect Subsidiary of Parent (“Merger Sub”), and PAE Incorporated, a Delaware corporation (the “Company”).
Transaction Bonus AgreementTransaction Bonus Agreement • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management • Virginia
As you are aware, PAE Incorporated (the “Company”) is currently contemplating a sale, directly or indirectly, of all or substantially all the assets or outstanding voting securities of the Company (whether by means of corporate merger, consolidation, asset or stock sale or otherwise, such sale is hereinafter referred to as a “Company Sale”).
AMENDMENT AND TERMINATION AGREEMENTAmendment and Termination Agreement • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management • Delaware
This AMENDMENT AND TERMINATION AGREEMENT, dated as of October 25, 2021 (this “Agreement”), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below).
VOTING AGREEMENTVoting Agreement • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management • Delaware
This VOTING AGREEMENT, dated as of October 25, 2021 (this “Agreement”), is entered into by and among Amentum Government Services Holdings LLC, a Delaware limited liability company (“Parent”), each of the shareholders of the Company (as defined below) party hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and, solely for purposes of Section 5(b), PAE Incorporated, a Delaware corporation (the “Company”).
AMENDMENT AGREEMENTAmendment Agreement • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management
This AMENDMENT AGREEMENT, dated as of October 25, 2021 (this “Agreement”), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below).
AMENDMENT AND TERMINATION AGREEMENTAmendment and Termination Agreement • October 26th, 2021 • PAE Inc • Services-engineering, accounting, research, management
This AMENDMENT AND TERMINATION AGREEMENT, dated as of October 25, 2021 (this “Agreement”), is hereby entered into by the parties listed on the signatures pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Underlying Agreement (defined below).
