Vse Corp Sample Contracts

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RECITALS: --------
Transition Agreement • January 6th, 2009 • Vse Corp • Services-engineering services
EXHIBIT IV EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 1996 • Vse Corp • Services-engineering services • Virginia
VSE Corporation Common Stock, par value $0.05 per share Underwriting Agreement
Underwriting Agreement • July 24th, 2023 • Vse Corp • Services-engineering services

VSE Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom RBC Capital Markets, LLC and William Blair & Company, L.L.C. are acting as representatives (the “Representatives” or “you”) an aggregate of 2,475,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 371,250 additional shares (the “Optional Securities”) of common stock, par value $0.05 per share (the “Common Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

EXHIBIT V CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this 15th day of February 2002 by and between VSE Corporation, located at 2550 Huntington Avenue, Alexandria, Virginia 22303 ("VSE"), and James M. Todd...
Consulting Agreement • March 6th, 2002 • Vse Corp • Services-engineering services

THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this 15th day of February 2002 by and between VSE Corporation, located at 2550 Huntington Avenue, Alexandria, Virginia 22303 ("VSE"), and James M. Todd located at 927 Forest Lakes Circle, Chesapeake, Virginia 23322 (the "CONSULTANT"). 1. The CONSULTANT agrees to be available to provide technical and management consulting services on certain work on an as requested basis by an authorized VSE representative for a period of one year (twelve months) from April 16, 2002 through April 15, 2003, or for such longer period not to exceed a total of 18 months as shall be mutually agreed in writing by the parties. In such capacity, the CONSULTANT will assist VSE primarily to develop marine engineering marketing and business opportunities. 2. For the purposes of this AGREEMENT, Donald M. Ervine and Michael E. Hamerly are designated as the authorized VSE representatives. They will provide direction under the AGREEMENT verbally or in wr

FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT
Business Loan and Security Agreement • October 27th, 2022 • Vse Corp • Services-engineering services • New York

THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed as of January 5, 2018, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running manager.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 9th, 2021 • Vse Corp • Services-engineering services

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT by and between VSE Corporation, a Delaware corporation (the “Company”) and John A. Cuomo (“Executive”), is dated as of the 7th day of December 2021 (the “Agreement”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 16th, 2020 • Vse Corp • Services-engineering services • Virginia

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made, as of October 14, 2020, (“Effective Date”) by and between VSE Corporation, a Delaware corporation (“VSE” or “Company”), and Stephen D. Griffin (“Executive”). The Company and Executive are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

EMPLOYMENT AGREEMENT
Employment Agreement • March 19th, 2019 • Vse Corp • Services-engineering services • Virginia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 15, 2019, by and between VSE Corporation, a Delaware corporation (“Employer” or “VSE”), and John A. Cuomo (“Executive”). (Employer (or VSE) and Executive are sometimes referenced herein individually as a “Party” and collectively as the “Parties”).

Contract
Agreement and Plan of Merger • May 5th, 2023 • Vse Corp • Services-engineering services

CERTAIN INFORMATION CONTAINED IN THIS AGREEMENT AND PLAN OF MERGER HAS, PURSUANT TO ITEM 601(B)(2) OF REGULATION S-K, BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE SUCH INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT
Business Loan and Security Agreement • December 2nd, 2019 • Vse Corp • Services-engineering services • Virginia

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT (this “First Amendment”), dated as of November 26, 2019, by and among VSE Corporation, a Delaware corporation (“VSE”; and together with each other Borrower party hereto, collectively, the “Borrowers”), Citizens Bank, N.A., as administrative agent (as successor by merger to Citizens Bank of Pennsylvania) (in such capacity, the “Administrative Agent”) for itself in its individual capacity as a lender and for the existing Lenders, certain of the Existing Lenders, the lenders signatory hereto providing the First Amendment Term Loans (including each New Lender (as defined below), collectively the “First Amendment Term Loan Lenders”) and the lenders signatory hereto providing the First Amendment Revolving Loans, (the “First Amendment Revolving Loan Lenders”; together with the First Amendment Term Loan Lenders, the “First Amendment Lenders”).

AMENDMENT AGREEMENT
Amendment Agreement • December 16th, 2016 • Vse Corp • Services-engineering services

This Amendment Agreement ("Agreement") is made as of December 14, 2016 by and between VSE Corporation, a Delaware corporation ("Employer" or "VSE"), and Maurice A. Gauthier ("Executive).

Contract
Membership Purchase Agreement • August 23rd, 2010 • Vse Corp • Services-engineering services • Delaware
AMENDMENT AGREEMENT
Amendment Agreement • April 22nd, 2010 • Vse Corp • Services-engineering services

This Amendment Agreement (“Agreement”) is made as of April 19, 2010 by and between VSE Corporation, a Delaware corporation (“Employer” or “VSE”), and Maurice A. Gauthier (“Employee”).

STOCK PURCHASE AGREEMENT Dated as of April 14, 2008 by and among VSE CORPORATION, LINDA KAY BERDINE REVOCABLE TRUST, LINDA K. BERDINE AND G&B SOLUTIONS, INC.
Stock Purchase Agreement • April 17th, 2008 • Vse Corp • Services-engineering services • Virginia
Contract
Membership Interest Purchase Agreement • May 5th, 2023 • Vse Corp • Services-engineering services • Delaware

CERTAIN INFORMATION CONTAINED IN THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT AND PLAN OF MERGER HAS, PURSUANT TO ITEM 601(B)(2) OF REGULATION S-K, BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE SUCH INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDMENT AGREEMENT
Amendment Agreement • March 7th, 2019 • Vse Corp • Services-engineering services

This Amendment Agreement (“Agreement”) is made, as of March 1, 2019, by and between VSE Corporation, a Delaware corporation (“Employer” or “VSE”), and Maurice A. Gauthier (“Executive).

Contract
Share Purchase Agreement • May 4th, 2011 • Vse Corp • Services-engineering services • Delaware
SHARE PURCHASE AGREEMENT BY AND AMONG
Share Purchase Agreement • January 14th, 2019 • Vse Corp • Services-engineering services • Florida
FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO CONSENT
Loan and Security Agreement • July 27th, 2023 • Vse Corp • Services-engineering services • New York

THIS FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT AND FIRST AMENDMENT TO CONSENT (this “Fifth Amendment”), dated as of July 3, 2023, by and among VSE Corporation, a Delaware corporation (“VSE”; and together with each other Borrower party hereto, collectively, the “Borrowers”), the Existing Lenders (as defined below) party hereto, the banks and other financial institutions or entities identified on the signature pages hereto as the Incremental Lenders (collectively, the “Incremental Lenders” and together with the Existing Lenders, collectively the “Lenders”) and Citizens Bank, National Association, as administrative agent (as successor by merger to Citizens Bank of Pennsylvania) (in such capacity, the “Administrative Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 28th, 2008 • Vse Corp • Services-engineering services • Virginia
AMENDMENT AGREEMENT NO. 3
Agreement • January 21st, 2011 • Vse Corp • Services-engineering services

IN WITNESS WHEREOF, Employer and Employee have executed and delivered this Agreement as of the date first written above.

Separation and Release Agreement
Separation and Release Agreement • March 10th, 2023 • Vse Corp • Services-engineering services

This Separation and Release Agreement (“Agreement”), effective as of December 31, 2022, is entered into by and between Robert A. Moore (“You”) and VSE Corporation, with headquarters located at 6348 Walker Lane, Alexandria, VA 22310, and its subsidiaries and affiliates (the “Company”).

RECITALS: ---------
Transition Agreement • April 28th, 2008 • Vse Corp • Services-engineering services • Virginia
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT
Business Loan and Security Agreement • July 31st, 2020 • Vse Corp • Services-engineering services • Virginia

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT (this “Second Amendment”), dated as of June 29, 2020, by and among VSE Corporation, a Delaware corporation (“VSE”; and together with each other Borrower party hereto, collectively, the “Borrowers”), the Consenting Lenders (as hereinafter defined) party hereto, and Citizens Bank, N.A., as administrative agent (as successor by merger to Citizens Bank of Pennsylvania) (in such capacity, the “Administrative Agent”) for the Lenders.

AMENDMENT AND TERMINATION TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • September 28th, 2023 • Vse Corp • Services-engineering services • Delaware

This AMENDMENT AND TERMINATION TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), effective as of September 27, 2023, is made by and between VSE Corporation (“Seller”), Arena Solutions Group, LLC, a Delaware limited liability company (the “Company”), ASG Operations, LLC, a Delaware limited liability company (“Purchaser”) and Bernhard Capital Partners Management, LP, a Delaware limited partnership (“BCP”).