ARTICLE I DEFINITIONSOao Technology Solutions Inc • November 1st, 2001 • Services-computer integrated systems design • Delaware
Exhibit 10.19 SECOND AMENDED AND RESTATED TERM NOTE (Gregory A. Pratt)Oao Technology Solutions Inc • March 28th, 2002 • Services-computer integrated systems design
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 7th, 1998 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
EMPLOYMENT AGREEMENT (William Hill)Employment Agreement • August 19th, 1997 • Oao Technology Solutions Inc • Delaware
EXHIBIT 7(a) VOTING AGREEMENT AND IRREVOCABLE PROXY This VOTING AGREEMENT AND IRREVOCABLE PROXY, dated as of October 22, 2001 (this "AGREEMENT"), is entered into by and among Cecile D. Barker, an individual residing in the State of Florida ("BARKER"),...Voting Agreement • November 1st, 2001 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
Exhibit 10.23 MANAGEMENT AGREEMENT This Management Agreement (this "Agreement"), dated as of January 1, 2002, is by and between OAO Technology Solutions, Inc., a Delaware corporation (the "Company"), and J.F. Lehman & Company, Inc., a Delaware...Management Agreement • March 28th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • New York
Exhibit 10.26 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT dated as of October 22, 2001, by and among OAO Technology Solutions, Inc., a Delaware corporation (the "Company"), Terrapin Partners Subsidiary LLC, a Delaware limited liability company (the...Stockholders Agreement • March 28th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
Exhibit 10.20 SECOND AMENDED AND RESTATED PLEDGE AGREEMENT This Amended and Restated Pledge Agreement, dated as of October 18, 2001 (the "Agreement"), executed by GREGORY A. PRATT ("Pledgor") for the benefit of OAO TECHNOLOGY SOLUTIONS, INC., a...Pledge Agreement • March 28th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
EXHIBIT 7(c) JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is made as of this 30th day of October, 2001 by and among the undersigned parties. WHEREAS, pursuant to Rules 13d-1 and 13d-2 of the Securities and Exchange Commission (the "SEC"), under...Joint Filing Agreement • November 1st, 2001 • Oao Technology Solutions Inc • Services-computer integrated systems design
WHEREAS, pursuant to Rules 13d-1 and 13d-2 of the Securities and Exchange Commission (the "SEC"), under the Securities Exchange Act of 1934, as amended (the "Act"), each of the undersigned parties is obligated to file with the SEC, and from time to time to file with the SEC amendments to, a Schedule 13D relating to shares of the Common Stock, $.01 par value, of OAO Technology Solutions, Inc., a Delaware corporation.
DRAFT DATED 10/1/97 O.A.O. TECHNOLOGY SOLUTIONS, INC. 6,720,000 Shares of Common Stock ($.01 Par Value Per Share) Standby Underwriting AgreementOao Technology Solutions Inc • October 6th, 1997 • Services-computer integrated systems design • New York
EMPLOYMENT AGREEMENT (Ronald A. Branch) AGREEMENT, made as of this 1st day of December 1998, by and between OAO Technology Solutions, Inc., 7500 Greenway Center Drive, 16th Floor, Greenbelt, Maryland, a Delaware corporation (the "Corporation"), and...Employment Agreement • March 30th, 1999 • Oao Technology Solutions Inc • Services-computer integrated systems design • Maryland
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • March 28th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Maryland
RECITALS:Credit Agreement • November 14th, 2001 • Oao Technology Solutions Inc • Services-computer integrated systems design • Virginia
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 30th, 1999 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
Exhibit 10.33 AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 15, 2003Credit Agreement • March 27th, 2003 • Oao Technology Solutions Inc • Services-computer integrated systems design • Virginia
RECITALS:Credit Agreement • August 14th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Virginia
AMENDED AND RESTATED PLEDGE AGREEMENT For good and valuable consideration and intending to be legally bound, GREGORY A. PRATT ("Pledgor") hereby assigns, pledges and grants to OAO TECHNOLOGY SOLUTIONS, INC. a Delaware corporation ("Lender"), a...Pledge Agreement • November 15th, 1999 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
EMPLOYMENT AGREEMENT (Gregory Pratt) AGREEMENT, made as of this 25th day of June, 1998, by and between OAO Technology Solutions, Inc., a Delaware corporation (the "Corporation"), and Gregory Pratt ("Employee"). W I T N E S S E T H : WHEREAS, the...Employment Agreement • August 14th, 1998 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
Exhibit 10.21 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 1 day of December, 2001 (the "Effective Date") by and between OAO TECHNOLOGY SOLUTIONS, INC. (the "Company") and GREGORY PRATT ("Executive"). WHEREAS,...Employment Agreement • March 28th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
WITNESSETH:Registration Rights Agreement • March 30th, 1999 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
BASIC ORDER AGREEMENT betweenBasic Order Agreement • October 20th, 1997 • Oao Technology Solutions Inc • Services-computer integrated systems design • Massachusetts
Exhibit 10.2 THIRD AMENDED AND RESTATED TERM NOTE (Gregory A. Pratt) $2,932,500 July 14, 1999 In consideration of the loan (hereinafter referred to as a "Loan"), OAO Technology Solutions, Inc., a Delaware corporation (the "Lender"), has made to...Oao Technology Solutions Inc • August 14th, 2002 • Services-computer integrated systems design
Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the ___ day of April, 2002 (the "Effective Date") by and between OAO TECHNOLOGY SOLUTIONS, INC. (the "Company") and CHARLES A. LEADER ("Executive"). WHEREAS,...Employment Agreement • August 14th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
Sent Via Facsimile August 14, 2003 Ms. Jessica Tencza Vice President, Government Contractor and Technology Group Bank of America 8300 Greensboro Drive Suite 550 McLean, VA 22102-3604 Dear Ms. Tencza, OAOT Technology Solutions, Inc. (the “Company”)...Oao Technology Solutions Inc • November 13th, 2003 • Services-computer integrated systems design
As the Borrower’s financial covenants step down over the life of the Revolving Loan, Tiers I and II above will either drop off the grid completely, or be adjusted such that the top range never exceeds the maximum covenant level.
Exhibit 10.3 SETTLEMENT AGREEMENT AND MUTUAL RELEASES IN FULL THIS SETTLEMENT AGREEMENT AND THESE MUTUAL RELEASES IN FULL ("Agreement") is entered into as of the 28th day of June, 2002, by and between OAO Technology Solutions, Inc. ("OAOT"), a...Settlement Agreement • August 14th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2003 • Oao Technology Solutions Inc • Services-computer integrated systems design • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 23rd day of June, 2003 (the “Effective Date”) by and between OAO TECHNOLOGY SOLUTIONS, INC. (the “OAOT”) and Zan F. Calhoun (“Executive”).
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the eighteenth (18th) day of July, 2002 (the "Effective Date") by and between OAO TECHNOLOGY SOLUTIONS, INC. (the "Company") and James Ungerleider...Employment Agreement • August 14th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
AMENDED AND RESTATED TERM NOTEOao Technology Solutions Inc • November 15th, 1999 • Services-computer integrated systems design
Exhibit 10.24 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 22nd day of October, 2001 (the "Effective Date") by and between OAO TECHNOLOGY SOLUTIONS, INC. (the "Company") and JEFFREY FOX ("Executive"). WHEREAS,...Employment Agreement • March 28th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
Exhibit 10.25 CUSTOMER SOLUTIONS AGREEMENT AGREEMENT #4999CN0001 This Agreement dated as of December 29,1998 ("Effective Date"), between International Business Machines Corporation ("IBM") and OAO Technology Solutions ("OAOT"), establishes the basis...Customer Solutions Agreement Agreement • March 28th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • New York
TRANSITION AGREEMENT AND GENERAL AND SPECIAL RELEASETransition Agreement and General and Special Release • August 14th, 2002 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
AGREEMENT NUMBERCorporation Vendor Agreement • August 19th, 1997 • Oao Technology Solutions Inc • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 13th, 2003 • Oao Technology Solutions Inc • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2003 (this “Agreement”), is made by and between Terrapin Partners Holding Company LLC, a Delaware limited liability company (“TP HoldCo”), Terrapin Partners Subsidiary LLC, a Delaware limited liability company (“TP Sub”), TP Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of TP Sub (“MergerCo” and together with TP HoldCo and TP Sub, “Terrapin”), and OAO Technology Solutions, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6.6 below.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 2003 • Oao Technology Solutions Inc • Services-computer integrated systems design
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, (“Amendment”), effective as of September 30, 2003, is by and between OAO TECHNOLOGY SOLUTIONS, INC., a Delaware corporation (the “Company”), OAO TECHNOLOGY SOLUTIONS FEDERAL SYSTEMS, INC., an Illinois corporation (“OAO Federal Systems”), successor by name change to O.A.O. Systems, Inc., OAO TECHNOLOGY SOLUTIONS (CANADA) INC. (“OAO Canada”), a company organized under the law of New Brunswick, Canada, successor by name change to OAO Canada Limited, CANADIAN RESOURCE MANAGEMENT, LTD., a company organized under the laws of British Columbia, Canada (“Canadian Resource Management”), OAO HEALTHCARE SOLUTIONS, INC., a California corporation (“OAO Healthcare Solutions”), OAO TECHNOLOGY SOLUTIONS UK LIMITED, a United Kingdom corporation (“OAO UK”) and OAO TRANSITION, LLC, a Delaware limited liability company (“Transition LLC”), OAO HEALTH SERVICES PROCESSING, INC., a Delaware corporation (“OAO Health Services”), OAO TECHNOLOGY SOLUTI
