4,600,000 Shares GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2009 • Global Defense Technology & Systems, Inc. • Services-engineering services • New York
AGREEMENT AND PLAN OF MERGER among SENTINEL ACQUISITION CORPORATION, SENTINEL ACQUISITION HOLDINGS INC. and GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. Dated as of March 2, 2011Agreement and Plan of Merger • March 3rd, 2011 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 2, 2011, among Sentinel Acquisition Holdings Inc., a Delaware corporation (“Parent”), Sentinel Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Maryland
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT dated as of December 10, 2010 among GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. and its Subsidiaries, as Borrowers THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent, and...Loan and Security Agreement • December 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of the 10th day of December, 2010, is made by and among GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC., a Delaware corporation (the “Company”), GLOBAL STRATEGIES GROUP (NORTH AMERICA) INC., a Maryland corporation (“GNA”), THE ANALYSIS CORP., a Delaware corporation (“TAC”), and GTEC CYBER SOLUTIONS, INC., a Florida corporation, formerly known as Zytel Corporation, a Florida corporation (“Cyber”), and each other Subsidiary that becomes a party to this Agreement from time to time in accordance with the provisions set forth below (together with the Company, GNA, TAC and Cyber, collectively, the “Borrowers,” and individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), SUNTRUST ROBINSON HUMPHREY, INC., as Joint Lead Arranger and Sole Book Manager (in such capacity, the “Arranger”), WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger, and SUNTRUST BANK, in its capa
Executive Employment AgreementExecutive Employment Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Maryland
This Executive Employment Agreement (“Employment Agreement” or “Agreement”) is entered into as of the date of the last signature affixed hereto, by and between Global Strategies Group (North America) Inc. (f/k/a “SFA, Inc.”) including the wholly owned subsidiary The Analysis Corporation (TAC) hereby referred to as “GNA” or “the Company” and Kevin J. Kissner. This agreement supersedes all previous employment agreements and GNA or TAC employment policies or practices regarding employment, severance, written and oral, between GNA or TAC and Employee.
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Maryland
This EMPLOYMENT AGREEMENT, (the “Agreement”) dated this 1st day of October, 2010 (the “Effective Date”) is made by and between Global Defense Technology & Systems, Inc., a Delaware corporation (“GTEC”) and Global Strategies Group (North America) Inc., a Maryland corporation (“GNA”, with GTEC and the Company referred to as the “Company”), and Joseph M. Cormier (the “Executive”).
REGISTRATION RIGHTS AGREEMENT AMONG GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC., CONTEGO SYSTEMS, LLC AND RONALD JONES DATED , 2009Registration Rights Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2009 by and among (i) Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), (ii) Contego Systems, LLC, a Delaware limited liability company (“Contego”), and (iii) Ronald Jones (“Jones” and together with Contego and any other Persons who shall be valid transferees of Registrable Securities (as hereinafter defined) and who execute a counterpart hereto pursuant to the provisions of, and subject to the restrictions and rights set forth in, this Agreement, are referred to herein collectively as the “Holders” and individually as a “Holder”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”), dated as of October 3, 2007, is made by and among SFA, INC. a Maryland corporation (the “Company”), THE ANALYSIS CORP., a Delaware corporation (“TAC”, and together with the Company, collectively, the “Borrowers” and individually, a “Borrower”). SUNTRUST BANK (the “Lender”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Maryland
This EMPLOYMENT AGREEMENT, (the “Agreement”) is made by and between SFA, Inc., a Maryland corporation (the “Company”), and Mr. John Hillen (the “Executive”).
GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. REDEMPTION AGREEMENTRedemption Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
This Redemption Agreement (this “Agreement”) is made as of this 3rd day of September, 2009, by and among GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC., a Delaware corporation (formerly Contego NewCo Company) (the “Company”), KENDE HOLDING VAGYONKEZELO KORLATOLT FELELOSSEGU TARSASAG, a Hungarian limited liability company (“Kende”), CONTEGO SYSTEMS LLC, a Delaware Limited Liability Company (formerly Contego Systems, Inc., a Delaware corporation) (“Systems”) and RONALD C. JONES, an individual whose principal residence is 1506 Habersham Place, Crownsville, Maryland (“Jones”) (Kende and Jones sometimes hereinafter referred to as the “Members,” which term includes each Member’s heirs, executors, guardians, successors and permitted assigns).
GUARANTYGuaranty • March 3rd, 2011 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
This limited guaranty, dated as of March 2, 2011 (this “Guaranty”), by Ares Corporate Opportunities Fund III, L.P. (the “Guarantor”), is in favor of Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, among the Company, Sentinel Acquisition Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Guarantor (“Parent”) and Sentinel Acquisition Corporation, a Delaware corporation and a direct and wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to them in the Merger Agreement.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services
This STOCK PURCHASE AGREEMENT, dated as of February 9, 2007 (this “Agreement”), is entered into by and among Global Technology Strategies, Inc., a Delaware corporation (“Purchaser”). Reliance Trust Company (the “Trustee”), solely in its capacity as trustee under the SFA, Inc. Employee Stock Ownership Trust Agreement (the “Trust Agreement”) forming part of the SFA, Inc. Employee Stock Ownership Plan (the “ESOP”), and SFA, Inc., a Maryland corporation (the “Company”).
SPECIAL SECURITY AGREEMENTAuthorizing Special Security Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services
This agreement (“the Agreement”) is made this 18th day of April, 2007 (effective date), by and between Global Strategies Group Holding SA, a Luxembourg company (“Ultimate Corporation”); Kende Holding kft, a Hungarian company (“Intermediate Parent1”); Contego Systems, Inc., a Delaware corporation (“Intermediate Parent2”); Global Technology Strategies, Inc., a Delaware corporation (the “Parent Corporation”); SFA, Inc., a Maryland corporation (the “Corporation”); and the United States Department of Defense (DoD), all of the above collectively “the Parties”.
LOAN AGREEMENTLoan Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
REVOLVING NOTEGlobal Defense Technology & Systems, Inc. • May 14th, 2010 • Services-engineering services
FOR VALUE RECEIVED, the undersigned, GLOBAL STRATEGIES GROUP (NORTH AMERICA) INC., a Maryland corporation, formerly known as SFA, INC. (the “Company”) and THE ANALYSIS CORP., a Delaware corporation (“TAC”, and together with the Company and each other Subsidiary that becomes a party to the Loan Agreement (as hereinafter defined), collectively, the “Borrowers,” and individually, a “Borrower”), hereby jointly and severally promise to pay to SUNTRUST BANK, a Georgia banking corporation (the “Lender”) or its registered assigns, at the office of SunTrust Bank (“SunTrust”) at 8330 Boone Boulevard, Vienna, Virginia 22182, on the Commitment Termination Date (as defined in the Loan and Security Agreement dated as of February 9, 2007, as amended by the First Amendment to Loan and Security Agreement, dated October 3, 2007, the Second Amendment to Loan and Security Agreement, dated as of May 23, 2008, the Third Amendment to Loan and Security Agreement, dated as of July 22, 2008, the Fourth Amendmen
SUB-LEASESub-Lease • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services
This Sub-lease, made this 1st day of July, 2003, between Queensbury Village, Inc., 234 North James Street., Newport, DE 19804 (hereinafter the “Landlord”) and SFA Inc., Frederick Manufacturing Division (hereinafter the “Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Maryland
This EMPLOYMENT AGREEMENT, (the “Agreement”) is made by and between Global Strategies Group (North America) Inc. f/k/a SFA, Inc., a Maryland corporation (the “Company”), and Mr. James Allen (the “Executive”).
ACOF LETTERHEAD]Global Defense Technology & Systems, Inc. • March 3rd, 2011 • Services-engineering services
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Sentinel Acquisition Holdings Inc., a Delaware corporation (“Parent”), Sentinel Acquisition Corporation, a Delaware corporation (“Merger Sub”) and Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or its permitted assignees, will make a tender offer to purchase all of the outstanding shares of the Company Common Stock at the Offer Price and, thereafter, will be merged with and into the Company (the “Merger”). This letter is being delivered to Parent (with a copy to the Company) to induce the Company to enter into the Merger Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • New York
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 23, 2008, is made by and among SFA, INC., a Maryland corporation (the “Company”),THE ANALYSIS CORP., a Delaware corporation (“TAC,” and together with the Company, collectively, the “Borrowers,” and individually, a “Borrower”), SUNTRUST BANK (the “Lender”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
DATED 24 June 2009 GLOBAL STRATEGIES GROUP (NORTH AMERICA), INC (1) GLOBAL STRATEGIES GROUP (MIDDLE EAST) FZE (2) PREFERRED SUPPLIER SERVICES FRAMEWORK AGREEMENTServices Framework Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • New York
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 3, 2009, is made by and among GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC., a Delaware corporation (the “IPO Issuer”), GLOBAL STRATEGIES GROUP (NORTH AMERICA) INC., a Maryland corporation, formerly known as SFA, INC. (the “Company”), and THE ANALYSIS CORP., a Delaware corporation (“TAC,” and together with the Company, collectively, the “Borrowers,” and individually, a “Borrower”), SUNTRUST BANK, as a Lender (the “Lender”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
GSG HOLDING (UNITED KINGDOM) LIMITED and CONTEGO NEWCO COMPANY SERVICES AGREEMENTServices Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • England and Wales
Note 3 A mark up of 7.5% is applied to both direct costs where it is possible to identify a specific beneficiary, and Indirect Costs, where it is not possible to identify a specific beneficiary.
TRADEMARK LICENSETrademark License • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
This Agreement is made effective the 29 day of September 2009 (“the Effective Date”) by and between Global Strategies Group Holding, S.A. of 15 Boulevard Roosevelt, L-2450 Luxembourg (“Licensor”) and Global Defense Technology & Systems, Inc., of 1501 Farm Credit Drive, Suite 2300, McLean, Virginia, 22102-5011, USA (“Licensee”).
ARTICLE I DEFINITIONS AND CERTAIN BASIC LEASE INFORMATION 1 ARTICLE II DEMISED PREMISES 2 ARTICLE III TERM 3 ARTICLE IIIA RENEWAL OPTION 4 ARTICLE IIIB TENANT’S TERMINATION OPTION 5 ARTICLE IV BASE RENT 6 ARTICLE V OPERATING COSTS OF THE BUILDING 6...Lease • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Virginia
This DEED of LEASE is made this day of , 2006 by and between the FCS BUILDING ASSOCIATION, (hereinafter referred to as “Landlord”), and SFA, INC., a Maryland corporation and THE ANALYSIS CORP., a Delaware corporation, jointly and severally (hereinafter collectively referred to as “Tenant”).
HTTP:// CONTRACTING.TACOM.ARMY.MIL SCD C PAS NONE ADP PT HQ0338 e-mail address: THOMASK@TACOM.ARMY.MIL TYPE BUSINESS: Other small Business Performing in U.S. 10.Submit Invoices (4 Copies Unless Otherwise Specified) ¾ Item 12 Code 0U5N7 Facility Code...Award/Contract • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services
AGREEMENT AND GENERAL RELEASEAgreement and General Release • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Maryland
THIS AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into by and between Jerry D. Robinson (“Robinson”) and SFA, Inc., a Maryland corporation (“Employer”). Any capitalized terms not defined herein are defined in the Employment Agreement, dated as of February 9, 2007, by and between Employer and Robinson (the “Employment Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of this day of , 20 , by and between Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CROFTON BUSINESS CENTRE OFFICE LEASE AGREEMENTOffice Lease Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Maryland
That for and in consideration of the rents, mutual covenants and agreements set forth in this Lease, Landlord and Tenant agree as follows:
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • New York
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 25, 2009, is made by and among GLOBAL STRATEGIES GROUP (NORTH AMERICA) INC., a Maryland corporation, formerly known as SFA, INC. (the “Company”) and THE ANALYSIS CORP., a Delaware corporation (“TAC,” and together with the Company, collectively, the “Borrowers,” and individually, a “Borrower”) SUNTRUST BANK, as a Lender (the “Lender”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”)
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • New York
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 22, 2008, is made by and among SFA, INC., a Maryland corporation (the “Company”), THE ANALYSIS CORP., a Delaware corporation (“TAC,” and together with the Company, collectively, the “Borrowers,” and individually, a “Borrower”), SUNTRUST BANK (the “Lender”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
RESTRICTED STOCK AGREEMENT GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. 2009 PERFORMANCE INCENTIVE PLANRestricted Stock Agreement • May 14th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
This Agreement is between (the “Participant”) and Global Defense Technology & Systems, Inc. (the “Corporation”). This Agreement governs an award made to Participant pursuant to the Corporation’s 2009 Performance Incentive Plan (the “Plan”). The Corporation and Participant agree as follows:
AMENDED AND RESTATED PURCHASE AGREEMENTAnd Restated Purchase Agreement • December 21st, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services • Virginia
THIS AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 17th day of December, 2010, by and among (i) Global Defense Technology & Systems, Inc., a Delaware corporation (the “Buyer”), (ii) Signature Government Solutions, LLC, a Florida limited liability company (the “Company”) and (iii) Signature Consultants, L.L.C., a Florida limited liability company (the “Member”, and collectively with the Company, the “Seller Parties”). The Buyer, the Company and the Member are referred to herein individually as a “Party” and collectively as the “Parties”. The capitalized terms used herein and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC. SECURITY CONTROL AGREEMENTSecurity Control Agreement • November 5th, 2010 • Global Defense Technology & Systems, Inc. • Services-engineering services
TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 3rd, 2011 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
This Tender and Voting Agreement (this “Agreement”), dated as of March 2, 2011, between the undersigned stockholder (“Stockholder”) of Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), and Sentinel Acquisition Holdings Inc., a Delaware corporation (“Parent”).
GLOBAL DEFENSE TECHNOLOGY & SYSTEMS, INC.Services Agreement • March 10th, 2011 • Global Defense Technology & Systems, Inc. • Services-engineering services • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 2, 2011, among Sentinel Acquisition Holdings Inc., a Delaware corporation (“Parent”), Sentinel Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement.
