AGREEMENT AND PLAN OF MERGER BY AND AMONG PERSPECTA INC. JAGUAR PARENTCO INC. AND JAGUAR MERGER SUB INC. Dated as of January 27, 2021Agreement and Plan of Merger • January 27th, 2021 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
This AGREEMENT AND PLAN OF MERGER, dated as of January 27, 2021 (this “Agreement”), is entered into by and among PERSPECTA INC., a Nevada corporation (the “Company”), JAGUAR PARENTCO INC., a corporation organized under the laws of Delaware (“Parent”) and JAGUAR MERGER SUB INC., a Nevada corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub” and, collectively with the Company and Parent, the “Parties”). Certain defined terms used but not otherwise defined herein shall have the meanings set forth in Section 1.1.
PERSPECTA INC. SERVICE BASED RESTRICTED STOCK UNIT AWARD AGREEMENTService Based Restricted Stock Unit • November 10th, 2020 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
INDEMNIFICATION AGREEMENT, effective as of _____________, between Perspecta Inc., a Nevada corporation (the “Company”), and _____________ (the “Indemnitee”).
AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT among PERSPECTA ENTERPRISE SOLUTIONS LLC as a Seller and the Seller Representative, the VARIOUS ENTITIES LISTED ON SCHEDULE B HERETO, as Sellers, the PURCHASERS party hereto and MUFG...Master Accounts Receivable Purchase Agreement • November 10th, 2020 • Perspecta Inc. • Services-computer processing & data preparation • New York
PERSPECTA INC. PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Based Restricted Stock Unit • November 10th, 2020 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
CREDIT AGREEMENT Dated as of May 31, 2018 (as amended by the First Amendment to Credit Agreement dated as of December 12, 2018 and the Second Amendment to Credit Agreement dated as of August 13, 2019) amongCredit Agreement • August 14th, 2019 • Perspecta Inc. • Services-computer processing & data preparation • Delaware
This CREDIT AGREEMENT is entered into as of May 31, 2018, among Perspecta Inc. (formerly known as Ultra SC Inc.), a Nevada corporation (the “Company”), the Guarantors from time to time party hereto, the financial institutions from time to time parties hereto (the “Lenders”), MUFG Bank, Ltd., a member of MUFG, a global financial group (“MUFG”), as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and MUFG Union Bank, N.A. in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
PERSPECTA INC. STOCK OPTION AWARD AGREEMENTStock Option • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
INTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between and Perspecta Inc.Intellectual Property Matters Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Delta
This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 (the “Effective Date”), by and between DXC Technology Company, a Nevada corporation (“Delta”), and Perspecta Inc., a Nevada corporation (“Ultra”). Each of Delta and Ultra is sometimes referred to herein as a “Party” and collectively as the “Parties”.
SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC.Separation and Distribution Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Delta
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”), and Perspecta Inc., a Nevada corporation (“Ultra”). Each of Delta and Ultra is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.
GUARANTYGuaranty • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation
This GUARANTY, dated as of May 31, 2018 (this “Guaranty”), is made by PERSPECTA INC. (f/k/a Ultra SC Inc.), a Nevada corporation (“Guarantor”), in favor of MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH) (“BTMU”), as Administrative Agent (as defined below) (the “Guaranteed Party”) for the benefit of the Purchasers (as defined below).
SEVERANCE PLAN FOR SENIOR MANAGEMENT AND KEY EMPLOYEESManagement and Key Employees • November 10th, 2020 • Perspecta Inc. • Services-computer processing & data preparation
This Severance Plan (the “Plan") shall become effective with respect to any particular Designated Employee (as defined below) as of the date a Senior Management and Key Employee Severance Agreement, incorporating all or any portion of the terms hereof, is executed between such Designated Employee and Perspecta Inc. (“Perspecta” and, together with its subsidiaries, the “Company"). This document is also intended to constitute the Summary Plan Description for the Plan.
PERSPECTA INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of the date indicated on the signature page hereto (the “Grant Date”) by and between Perspecta Inc., a Nevada corporation (the “Company”), and the non-employee director of the Company executing this Agreement (the “Director”).
EMPLOYEE MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between and PERSPECTA INC.Employee Matters Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc., a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
TRANSITION SERVICES AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC.Transition Services Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of May 31, 2018, by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc., a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Separation and Distribution Agreement dated as of May 31, 2018, by and between Delta and Ultra (as such may be amended from time to time, the “Separation and Distribution Agreement”).
NON-U.S. AGENCY AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC.Agency Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation
This NON-U.S. AGENCY AGREEMENT (this “Agreement”) is dated as of May 31, 2018, by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc. (formerly Ultra SC Inc.), a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
TAX MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between and PERSPECTA INC.Tax Matters Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation
This TAX MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018, by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc., a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
REAL ESTATE MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA, INC.Real Estate Matters Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation
This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta, Inc., a Nevada corporation (“Ultra”). Ultra and Delta are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Ultra SC Inc. Tysons, Virginia 22102 Veritas Capital Fund Management, L.L.C. New York, NY 10019 KGS Holding LLC New York, NY 10019 The SI Organization Holdings LLC New York, NY 10019 Ladies and Gentlemen:Merger Agreement • February 8th, 2018 • Ultra SC Inc. • New York
Reference is made to that certain Agreement and Plan of Merger dated as of October 11, 2017 (the “Merger Agreement”) by and among DXC Technology Company, a Nevada corporation (“Delta”), Ultra SC Inc., a Nevada corporation and a direct, wholly owned subsidiary of Delta (“Ultra”), Ultra First VMS Inc., a Delaware corporation and a direct, wholly owned subsidiary of Ultra, Ultra Second VMS LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Ultra, Ultra KMS Inc., a Delaware corporation and a direct, wholly owned subsidiary of Ultra, Vencore Holding Corp., a Delaware corporation (“Vector”), KGS Holding Corp., a Delaware corporation (“Kodiak”), The SI Organization Holdings LLC, a Delaware limited liability company, and KGS Holding LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, equityholders of Vector and Kodiak, including funds managed by Veritas Capital Fund Management, L.L.C., a Delaware limited liability company (“Sponsor”), wi
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 18th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • New York
rate per annum derived by dividing (x) the sum of the applicable Daily Margins for each of the days included in such period by (y) the number of days included in such period; provided that for the period commencing on the ClosingFirst Amendment Effective Date and ending on the date that the Company delivers the first compliance certificate pursuant to Section 5.01(b)(iii) together with the applicable financial statements pursuant to Section 5.01(b)(i) or Section 5.01(b)(ii), as applicable, following the ClosingFirst Amendment Effective Date, the Applicable Margin with respect to Revolving Loan Advances, Tranche A1 Advance and Tranche A2 Advances shall be set to the level corresponding to the higher of (x) the applicable level based on the Company’s Consolidated Total Net Leverage Ratio and (y) Level III and (ii) with respect to Term Loan B Advances, (x) 1.25%, in the case of Base Rate Advances and (y) 2.25%, in the case of Eurocurrency Rate Advances.
FOURTH AMENDMENT AND JOINDER TO MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENTMaster Accounts Receivable Purchase Agreement • November 13th, 2019 • Perspecta Inc. • Services-computer processing & data preparation • New York
This FOURTH AMENDMENT and JOINDER to the MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of October 31, 2019 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:
THIRD AMENDMENT TO MASTER ACCOUNTS RECEIVABLE PURCHASEMaster Accounts Receivable Purchase • November 14th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • New York
This THIRD AMENDMENT to the MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of October 31, 2018 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:
LIMITED GUARANTEELimited Guarantee • February 19th, 2021 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
This Limited Guarantee (this “Guarantee”) is made as of January 27, 2021, by The Veritas Capital Fund VII, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Perspecta Inc., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement (as defined below).
SECOND AMENDMENT TO MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENTMaster Accounts Receivable Purchase Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • New York
This SECOND AMENDMENT to the MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of May 31, 2018 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:
PERSPECTA INC. PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Based Restricted Stock Unit • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
COLLATERAL AGREEMENT Dated as of May 31, 2018 by and among THE GRANTORS REFERRED TO HEREIN, MUFG BANK, LTD. as Administrative Agent, and MUFG UNION BANK, N.A., as Collateral AgentCollateral Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • New York
This COLLATERAL AGREEMENT (this “Agreement”) is entered into as of May 31, 2018, by and among Perspecta Inc. (formerly known as Ultra SC Inc.), a Nevada corporation (the “Company”), each other Grantor (as defined below) from time to time party hereto, MUFG Bank, Ltd., in its capacity as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and MUFG Union Bank, N.A., in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
