EXHIBIT A --------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 6th, 2006 • Anteon International Corp • Services-computer integrated systems design • Delaware
EIGHTH SUPPLEMENTAL INDENTURE EIGHT SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"). Dated as of December 5, 2003, among Anteon International Corporation, a Delaware corporation (the "Company"), Anteon Corporation, a Virginia corporation ("AC"),...Supplemental Indenture • March 8th, 2004 • Anteon International Corp • Services-computer integrated systems design • New York
BETWEENAgreement and Plan of Merger • February 5th, 2002 • Anteon International Corp • Services-computer integrated systems design • Delaware
RIGHTS AGREEMENTRights Agreement • April 5th, 2002 • Anteon International Corp • Services-computer integrated systems design • Delaware
AZIMUTH TECHNOLOGIES, L.P.Joint Filing Agreement • February 13th, 2003 • Anteon International Corp • Services-computer integrated systems design
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of April 22, 2003, by and among ANTEON INTERNATIONAL CORPORATION, a Delaware corporation (the "Purchaser"), INFORMATION SPECTRUM, INC., a New Jersey corporation (the "Company"), each of the parties...Stock Purchase Agreement • May 29th, 2003 • Anteon International Corp • Services-computer integrated systems design • Virginia
EXECUTION COPY AMENDMENT AGREEMENT dated as of December 19, 2003 (this "Agreement"), to the Amended and Restated Credit Agreement dated as of October 21, 2002 (the "Existing Credit Agreement"), among ANTEON INTERNATIONAL CORPORATION, a Delaware...Credit Agreement • March 8th, 2004 • Anteon International Corp • Services-computer integrated systems design • New York
COMMON STOCKUnderwriting Agreement • February 5th, 2002 • Anteon International Corp • Services-computer integrated systems design • New York
Exhibit 10.1 SECOND AMENDMENT THIS SECOND AMENDMENT, dated as of September 30, 2004 (this "Second Amendment"), to the Credit Agreement referred to below is among ANTEON INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), ANTEON...Anteon International Corp • November 3rd, 2004 • Services-computer integrated systems design • New York
EXHIBIT 10.2 ------------ AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of December 13, 2005, is between Anteon International Corporation, a Delaware corporation (the "Company"), and American...Rights Agreement • December 14th, 2005 • Anteon International Corp • Services-computer integrated systems design • Delaware
DATEDAgreement and Plan of Merger • December 14th, 2005 • Anteon International Corp • Services-computer integrated systems design • Delaware
Exhibit 4.8 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 5th, 2002 • Anteon International Corp • Services-computer integrated systems design • New York
EXHIBIT 10.1 ------------ AMENDED AND RESTATED AS OF DECEMBER 7, 2005 ANTEON INTERNATIONAL CORPORATION AMENDED AND RESTATED EXECUTIVE AGREEMENT THIS AGREEMENT is an amendment and restatement, made as of the date above written, of an agreement...Executive Agreement • January 25th, 2006 • Anteon International Corp • Services-computer integrated systems design • Virginia
Exhibit 10.10 AMENDMENT No. 6, WAIVER and AGREEMENT dated as of February 1, 2002 (this "AMENDMENT"), to the Credit Agreement dated as of June 23, 1999, as amended by Amendment No. 1 dated as of January 13, 2000, Amendment No. 2 dated as of March 29,...Waiver and Agreement • February 5th, 2002 • Anteon International Corp • Services-computer integrated systems design • New York
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2001, among Anteon International Corporation, a Virginia corporation (the "Company"), (ii) Anteon Corporation, a Virginia corporation and a wholly-owned subsidiary of the Company, (iii) Sherikon,...Fifth Supplemental Indenture • May 14th, 2002 • Anteon International Corp • Services-computer integrated systems design • New York
THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of March 15, 2002, among Anteon International Corporation (formerly known as Azimuth Technologies, Inc.), a Delaware corporation ("Anteon Delaware"), Anteon International Corporation (formerly known as...Sixth Supplemental Indenture • May 14th, 2002 • Anteon International Corp • Services-computer integrated systems design • New York
Exhibit 10.1 PERSONAL AND CONFIDENTIAL ANTEON INTERNATIONAL CORPORATION EXECUTIVE AGREEMENT THIS AGREEMENT is made as of ______________ by and between Anteon International Corporation ("Anteon" and, together with its subsidiaries and divisions, the...Personal and Confidential • May 16th, 2005 • Anteon International Corp • Services-computer integrated systems design • Virginia
THIS SEVENTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 23, 2003, among Anteon International Corporation (formerly known as Azimuth Technologies, Inc.), a Delaware corporation (the "Company"), and The Bank of New York (as...Seventh Supplemental Indenture • March 8th, 2004 • Anteon International Corp • Services-computer integrated systems design • New York
Underwriting AgreementUnderwriting Agreement • September 4th, 2003 • Anteon International Corp • Services-computer integrated systems design • New York
The Selling Stockholders named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,500,000 shares (the “Underwritten Shares”) of common stock, par value $0.01 per share, of Anteon International Corporation, a Delaware Corporation (the “Company”) that such Selling Stockholders hold or will receive pursuant to the exercise of options to purchase shares of common stock of the Company. The shares of common stock, par value $0.01 per share, of the Company are hereinafter referred to as the “Common Stock”. The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 825,000 additional shares of Common Stock to cover over-allotments (the “Option Shares”; the Option Shares, together with the Underwritten Shares, being hereinafter called the “Shares”).
FORM OF UNDERWRITING AGREEMENTPricing Agreement • March 2nd, 2004 • Anteon International Corp • Services-computer integrated systems design • New York
From time to time Anteon International Corporation, a Delaware corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement) or to subscribers procured by such Underwriters its common stock, par value $0.01 per share (the “Common Stock”), specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Company Firm Shares”). The stockholders named in Schedule I to the Pricing Agreement (the “Selling Stockholders”) propose to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2003 • Anteon International Corp • Services-computer integrated systems design • New York
AMENDMENT NO. 1, dated as of September 3, 2003 (this “Amendment”), to the Registration Rights Agreement, dated March 11, 2002 (the “Registration Rights Agreement”), among Anteon International Corporation, a Delaware corporation (the ”Company”), Azimuth Technologies, L.P., a Delaware limited partnership (“Azimuth”), Azimuth Tech. II LLC, a Delaware limited liability company (“Azimuth Tech.”), Frederick J. Iseman (“Iseman”), Joseph M. Kampf (“Kampf”), Carlton B. Crenshaw (“Crenshaw”), Thomas M. Cogburn (“Cogburn”), the Ferris Family 1987 Trust (“Ferris”), Steven M. Lefkowitz (“Lefkowitz”), SML Family Investors LLC, a Delaware limited liability company (“Lefkowitz LLC”), Seymour L. Moskowitz (“Moskowitz”), Noreen Centracchio (“Centracchio”), Howard Dawson (“Dawson”), Gilbert F. Decker (“Decker”), Roger Gurner (“Gurner”), Mark D. Heilman (“Heilman”), Paul Kaminski (“Kaminski”) and Curtis L. Schehr (“Schehr” and, together with Azimuth, Azimuth Tech., Iseman, Kampf, Crenshaw, Cogburn, Ferris
MODELStock Option Grant Agreement • February 19th, 2002 • Anteon International Corp • Services-computer integrated systems design
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 4th, 2003 • Anteon International Corp • Services-computer integrated systems design • New York
AMENDMENT NO. 1, dated as of September , 2003 (this “Amendment”), to the Registration Rights Agreement, dated March 11, 2002 (the “Registration Rights Agreement”), among Anteon International Corporation, a Delaware corporation (the “Company”), Azimuth Technologies, L.P., a Delaware limited partnership (“Azimuth”), Azimuth Tech. II LLC, a Delaware limited liability company (“Azimuth Tech.”), Frederick J. Iseman (“Iseman”), Joseph M. Kampf (“Kampf”), Carlton B. Crenshaw (“Crenshaw”), Thomas M. Cogburn (“Cogburn”), the Ferris Family 1987 Trust (“Ferris”), Steven M. Lefkowitz (“Lefkowitz”), SML Family Investors LLC, a Delaware limited liability company (“Lefkowitz LLC”), Seymour L. Moskowitz (“Moskowitz”), Noreen Centracchio (“Centracchio”), Howard Dawson (“Dawson”), Gilbert F. Decker (“Decker”), Roger Gurner (“Gurner”), Mark D. Heilman (“Heilman”), Paul Kaminski (“Kaminski”) and Curtis L. Schehr (“Schehr” and, together with Azimuth, Azimuth Tech., Iseman, Kampf, Crenshaw, Cogburn, Ferris,
January 30, 2002 Anteon International Corporation 3211 Jermantown Road, Suite 700 Fairfax, VA 22030 Ladies and Gentlemen: 1. Reference is hereby made to that Fee Agreement, dated as of June 1, 1999, between Caxton-Iseman Capital, Inc., a Delaware...Anteon International Corp • February 5th, 2002 • Services-computer integrated systems design • New York
Anteon International Corporation Restricted Stock Grant AgreementRestricted Stock Grant Agreement • November 3rd, 2005 • Anteon International Corp • Services-computer integrated systems design • Delaware
This GRANT AGREEMENT, effective as of __________ (the “Grant Date”), is entered into by and between Anteon International Corporation, a Delaware corporation (the “Corporation”), and _________________ (the “Director”).
