Pec Solutions Inc Sample Contracts

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Exhibit 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 4th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc. • Delaware
UNDERWRITING AGREEMENT
Pec Solutions Inc • May 31st, 2001 • Services-computer programming, data processing, etc. • New York
AMONG
Registration Rights Agreement • December 4th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc. • Delaware
RECITALS:
Lease Agreement • August 13th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc.
RECITALS
Office Lease Agreement • March 26th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc.
RECITALS
Financing and Security Agreement • August 13th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc.
RECITALS A. The Borrower and the Bank entered into a Loan Agreement (the Original Agreement) dated April 30, 1995.
Loan Agreement • January 25th, 2000 • Pec Solutions Inc • Virginia
FIRST AMENDMENT TO BUILDING VI ASSOCIATES L.C. OPERATING AGREEMENT
Operating Agreement • August 13th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc.
STOCKHOLDER AGREEMENT
Stockholder Agreement • April 29th, 2005 • Pec Solutions Inc • Services-computer programming, data processing, etc. • Delaware

THIS STOCKHOLDER AGREEMENT (this “Agreement”) dated as of April 25, 2005, is by and among NORTEL NETWORKS INC., a Delaware corporation (“Parent”), PS MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and each other Person listed on the signature pages hereof (each, a “Stockholder”). Capitalized terms not defined herein have the meanings ascribed to such terms in the Agreement and Plan of Merger dated of even date herewith (as the same may be amended from time to time, the “Merger Agreement”) by and among Parent, Purchaser and PEC Solutions, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG NORTEL NETWORKS INC. PS MERGER SUB, INC. AND PEC SOLUTIONS, INC. Dated as of April 25, 2005
Agreement and Plan of Merger • April 29th, 2005 • Pec Solutions Inc • Services-computer programming, data processing, etc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 25, 2005, is by and among NORTEL NETWORKS INC., a Delaware corporation (the “Parent”), PS MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and PEC SOLUTIONS, INC., a Delaware corporation (the “Company”).

ARTICLE 1 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS
Office Lease Agreement • January 25th, 2000 • Pec Solutions Inc • Virginia
ARTICLE 1 BASIC LEASE INFORMATION AND CERTAIN DEFINITIONS
Office Lease Agreement • March 26th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc. • Virginia
NON-COMPETITION AND COMMITMENT AGREEMENT
Non-Competition and Commitment Agreement • April 29th, 2005 • Pec Solutions Inc • Services-computer programming, data processing, etc. • Virginia

THIS NON-COMPETITION AND COMMITMENT AGREEMENT (this “Agreement”), dated as of April 25, 2005, is by and between PEC SOLUTIONS, INC., a Delaware corporation (the “Company”), and ALAN H. HARBITTER, an individual residing at 12164 Richland Lane, Oak Hill, VA 20171 (“Executive”). Capitalized terms not defined herein have the meanings ascribed to such terms in the Agreement and Plan of Merger dated of even date herewith (as the same may be amended from time to time, the “Merger Agreement”), by and among the Company, NORTEL NETWORKS INC., a Delaware corporation (“Parent”), and PS MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”).

FIRST AMENDMENT TO BUILDING VI ASSOCIATES L.C. OPERATING AGREEMENT
Operating Agreement • August 13th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc.
STOCK PURCHASE AGREEMENT by and among PEC Solutions, Inc. a Delaware corporation and
Stock Purchase Agreement • September 13th, 2004 • Pec Solutions Inc • Services-computer programming, data processing, etc. • Virginia

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 9, 2004 by and among (i) PEC Solutions, Inc., a Delaware corporation (the “Buyer”), (ii) AC Technologies, Inc., a Delaware corporation (the “Company”), and (iii) Satya Akula (the “Company Stockholder”). Each of the Buyer, the Company and the Company Stockholder may sometimes be referred to herein as a “Party” and collectively as the “Parties.”

AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT
Financing and Security Agreement • August 14th, 2003 • Pec Solutions Inc • Services-computer programming, data processing, etc.

THIS AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made this 27 day of June, 2003, by and between PEC SOLUTIONS, INC., a corporation organized under the laws of the State of Delaware (the “Borrower”) and BANK OF AMERICA, N. A., a national banking association (the “Lender”).

RECITALS
Office Lease Agreement • March 26th, 2001 • Pec Solutions Inc • Services-computer programming, data processing, etc.
May 3, 2005 Dear Stockholders:
Pec Solutions Inc • May 3rd, 2005 • Services-computer programming, data processing, etc.
AMENDMENT ONE TO THE EMPLOYMENT AGREEMENT DATED DECEMBER 31, 1998 BETWEEN STUART R. LLOYD AND PERFORMANCE ENGINEERING CORPORATION
Employment Agreement • November 14th, 2003 • Pec Solutions Inc • Services-computer programming, data processing, etc.

Both parties being in accord, and in consideration of Lloyd’s continued employment and the other mutual covenants and obligations as first set forth in the Agreement, the parties have hereto set their hands this 30th day of September, 2003:

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WITNESSETH:
Program Agreement • January 25th, 2000 • Pec Solutions Inc • Virginia
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