EXHIBIT 99.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG PARADIGM HOLDINGS, INC., A WYOMING CORPORATION, PARADIGM SOLUTIONS MERGER CORP., A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF PARADIGM HOLDINGS, INC., PARADIGM SOLUTIONS...Agreement and Plan of Reorganization • November 12th, 2004 • Cheyenne Resources Inc • Oil royalty traders • Maryland
Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as of November 4th, 2004 (the "Agreement"), by and between PARADIGM HOLDINGS INC., a Wyoming corporation having its principal offices at 2600 Tower Oaks Blvd., Ste 500, Rockville,...Executive Employment Agreement • February 11th, 2005 • Cheyenne Resources Inc • Oil royalty traders
SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of January 30, 2004, between Cheyenne Resources, Inc. ("CH") a Wyoming Corporation, Robert Spatz, ("Seller") and Skye Blue Ventures (the "Buyer"), a Colorado Limited...Share Purchase Agreement • April 12th, 2004 • Cheyenne Resources Inc • Oil royalty traders • Colorado
RECITALS:Escrow Agreement • October 20th, 2005 • Paradigm Holdings, Inc • Services-computer integrated systems design • Maryland
RECITALS:Merger Agreement • October 20th, 2005 • Paradigm Holdings, Inc • Services-computer integrated systems design • Maryland
EXHIBIT 99.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as of October 12, 2005 (the "Agreement"), by and between Paradigm Solutions International, Inc., a Maryland corporation having its principal offices at 2600 Tower Oaks Boulevard...Employment Agreement • October 20th, 2005 • Paradigm Holdings, Inc • Services-computer integrated systems design
EXHIBIT 99.4 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT, effective as of October 12, 2005 (the "Agreement"), by and between Paradigm Solutions International, Inc., a Maryland corporation having its principal offices at 2600 Tower Oaks Boulevard...Employment Agreement • October 20th, 2005 • Paradigm Holdings, Inc • Services-computer integrated systems design
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 25, 2011 BY AND AMONG PARADIGM HOLDINGS, INC., CACI, INC. –FEDERAL, AND CACI NEWCO CORPORATIONAgreement and Plan of Merger • July 27th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2011 (this “Agreement”) is by and among CACI, INC.—FEDERAL, a Delaware corporation (“Parent”); CACI Newco Corporation, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and Paradigm Holdings, Inc., a Nevada corporation (the “Company”). Certain definitions of capitalized terms used in this Agreement but not otherwise defined herein are set forth in Exhibit A hereto.
PARADIGM HOLDINGS, INC. CLASS B WARRANTParadigm Holdings, Inc • March 3rd, 2009 • Services-computer integrated systems design • Wyoming
PARADIGM HOLDINGS, INC., a Wyoming corporation (the “Company”), hereby certifies that, for value received, [_____] or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [_____] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $0.0858 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the date hereof and through and including the date that is seven (7) years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Class B Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Preferred Stock Purchase Agreement, dated as of February 27, 2009 by and among the Company and the Purchasers identified therein (the “Purcha
SECURITY AGREEMENTSecurity Agreement • June 2nd, 2010 • Paradigm Holdings, Inc • Services-computer integrated systems design • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of May 26, 2010, is made by and among the grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2007 • Paradigm Holdings, Inc • Services-computer integrated systems design • Wyoming
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 13, 2007 (the “Effective Date”) among (i) SILICON VALLEY BANK, a California corporation with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (ii) PARADIGM HOLDINGS, INC., a Wyoming corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Holdings”) and PARADIGM SOLUTIONS CORPORATION, a Maryland corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Solutions”) (hereinafter, Holdings and Solutions are jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
GUARANTYGuaranty • June 2nd, 2010 • Paradigm Holdings, Inc • Services-computer integrated systems design • New York
This Guaranty (the “Guaranty”) is made this 26th day of May, 2010, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of Hale Capital Partners, LP and EREF PARA, LLC (together with its successors, assigns, endorsees and transferees, “Purchaser”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 19th, 2007 • Paradigm Holdings, Inc • Services-computer integrated systems design • California
This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 13th day of March, 2007 by and between PARADIGM SOLUTIONS CORPORATION, a Maryland corporation, with offices at 9715 Key West Avenue, Third Floor, Rockville, Maryland 20850 (“Grantor”), and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Lender”).
ContractParadigm Holdings, Inc • March 31st, 2009 • Services-computer integrated systems design • Wyoming
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 27th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • Nevada
This Stockholder Support Agreement (this “Agreement”) is entered into as of July 25, 2011, by and among Paradigm Holdings, Inc., a Nevada corporation (the “Company”), CACI, INC.—FEDERAL, a Delaware corporation (“Parent”), Hale Capital Partners, LP and EREF PARA, LLC (each a “Stockholder” and collectively the “Stockholders”). Each Stockholder executes this Agreement solely in such Stockholder’s capacity as a stockholder of the Company.
ASSUMPTION AGREEMENTAssumption Agreement • May 12th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design
Reference is hereby made to a certain loan arrangement by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) PARADIGM HOLDINGS, INC., a Wyoming corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Holdings”), PARADIGM SOLUTIONS CORPORATION, a Maryland corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Solutions”), CALDWELL TECHNOLOGY SOLUTIONS LLC, a Maryland limited liability company, with offices at 17001 Science Drive, Suite 100, Bowie, Maryland 20715 (“Caldwell”) and TRINITY INFORMATION MANAGEMENT SERVICES, a Nevada corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Trinity”) (hereinafter, Holdings, Solutions, Caldwell and Trinity are jointly and severally, individually and collectivel
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 6th, 2007 • Paradigm Holdings, Inc • Services-computer integrated systems design
THIS AGREEMENT, effective as of July 2, 2007 (the “Agreement”), by and between PARADIGM HOLDINGS INC., a Wyoming corporation having its principal offices at 9715 Key West Avenue, Third Floor, Rockville, MD 20850 (the “Company”), and Mr. Sam Caldwell (the “Executive”).
ContractParadigm Holdings, Inc • February 18th, 2011 • Services-computer integrated systems design • Nevada
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.
PREFERRED STOCK REDEMPTION AGREEMENTPreferred Stock Redemption Agreement • March 3rd, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design • Maryland
THIS PREFERRED STOCK REDEMPTION AGREEMENT (this “Agreement”), dated as of February 27, 2009, is made by and among Paradigm Holdings, Inc., a Wyoming corporation (the “Company”), Semper Finance, Inc., a Delaware corporation, and USA Asset Acquisition Corp. (each a “Stockholder,” and, collectively, the “Stockholders”).
WAIVER AGREEMENTWaiver Agreement • May 15th, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design
This Waiver Agreement (this “Agreement”) is entered into as of __________________, 2009, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and (b) PARADIGM HOLDINGS, INC., a Wyoming corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Holdings”), PARADIGM SOLUTIONS CORPORATION, a Maryland corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Solutions”), CALDWELL TECHNOLOGY SOLUTIONS LLC, a Maryland limited liability company, with offices at 17001 Science Drive, Suite 100, Bowie, Maryland 20715 (“Caldwell”) and TRINITY INFORMATION MANAGEMENT SERVICES, a Nevada corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Trinity”) (hereinafter, Holdings, Solutions, Caldwell an
AMENDMENT TO SENIOR SECURED SUBORDINATED NOTESSecured Subordinated Notes • May 16th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • New York
This Amendment to Senior Secured Subordinated Notes (this “Amendment”) is made effective as of May 16, 2011 (the “Amendment Date”) and is entered into by and among Paradigm Holdings, Inc., a Nevada corporation (the “Company”), Hale Capital Partners, LP, a Delaware limited partnership (“Hale Capital”), and EREF PARA, LLC (“EREF PARA” and, collectively with Hale Capital, the “Purchasers”).
THIRD LOAN MODIFICATION AGREEMENTThird Loan Modification Agreement • May 8th, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of ______________________, 2009, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and (b) PARADIGM HOLDINGS, INC., a Wyoming corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Holdings”), PARADIGM SOLUTIONS CORPORATION, a Maryland corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Solutions”), CALDWELL TECHNOLOGY SOLUTIONS LLC, a Maryland limited liability company, with offices at 17001 Science Drive, Suite 100, Bowie, Maryland 20715 (“Caldwell”) and TRINITY INFORMATION MANAGEMENT SERVICES, a Nevada corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Trinity”) (herein
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • May 12th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • California
This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 6th day of May, 2011 by and between PARADIGM HOLDINGS, INC., a Nevada corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Grantor”), and SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Lender”).
AMENDMENT NO. 1 TO SECURED PROMISSORY NOTESecured Promissory Note • November 14th, 2008 • Paradigm Holdings, Inc • Services-computer integrated systems design • Maryland
This Amendment No. 1 to Secured Promissory Note (the “Amendment”) is made effective as of October 31, 2008 (the “Amendment Date”) and is entered into by and between Paradigm Holdings, Inc., a Wyoming corporation (the “Company”), and Theresa Kleszewski (the “Lender”).
STOCK PURCHASE AGREEMENT BETWEEN PARADIGM HOLDINGS, INC., a Wyoming corporation; PARADIGM SOLUTIONS INTERNATIONAL, INC., a Maryland corporation; and RAYMOND A. HUGER Dated as of February 23, 2007Stock Purchase Agreement • March 1st, 2007 • Paradigm Holdings, Inc • Services-computer integrated systems design • Maryland
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 23, 2007, by and among PARADIGM HOLDINGS, INC., a Wyoming corporation (“Seller”), PARADIGM SOLUTIONS INTERNATIONAL, INC., a Maryland corporation and wholly-owned subsidiary of Seller (“PSI” or “Company”) and RAYMOND A. HUGER, an individual (“Purchaser”). Certain capitalized terms used in this Agreement are defined on Exhibit A.
SECURITIES ACCOUNT CONTROL AGREEMENTControl Agreement • May 12th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • California
This Securities Account Control Agreement entered into as of the above date (this "Agreement") is by and among SVB Securities ("SVBS"), Penson Financial Services, Inc. ("Penson" or "Clearing Broker"), the Customer identified above ("Customer"), and the Creditor identified above ("Creditor").
PURCHASE AGREEMENT BY AND AMONG PARADIGM HOLDINGS, INC., A WYOMING CORPORATION, CALDWELL TECHNOLOGY SOLUTIONS, LLC, A MARYLAND LIMITED LIABILITY COMPANY AND THE MEMBERS OF CALDWELL TECHNOLOGY SOLUTIONS, LLC June 6, 2007Purchase Agreement • June 12th, 2007 • Paradigm Holdings, Inc • Services-computer integrated systems design • Maryland
ASSUMPTION AND REAFFIRMATION AGREEMENTAssumption and Reaffirmation Agreement • May 12th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design • New York
This Assumption and Reaffirmation Agreement (this “Agreement”) is made by PARADIGM HOLDINGS, INC., a Nevada corporation (“Holdings NV”), PARADIGM SOLUTIONS CORPORATION, a Maryland corporation (“Solutions”), CALDWELL TECHNOLOGY SOLUTIONS LLC, a Maryland limited liability company (“Caldwell”), TRINITY INFORMATION MANAGEMENT SERVICES, a Nevada corporation (“Trinity” and together with Solutions and Caldwell, the “Guarantors”), HALE CAPITAL PARTNERS, LP (“Hale”) and EREF PARA, LLC (“EREF” and together with Hale, the “Purchasers”) in connection with that certain Securities Purchase Agreement, dated May 26, 2010, between PARADIGM HOLDINGS, INC., a Wyoming corporation (“Holdings WY”), and the Purchasers (the “Securities Purchase Agreement”). All capitalized terms used herein without definitions shall have the meanings given such terms in the Securities Purchase Agreement.
ContractFifth Loan Modification Agreement • June 15th, 2010 • Paradigm Holdings, Inc • Services-computer integrated systems design
Working Capital Line of Credit) LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2007 • Paradigm Holdings, Inc • Services-computer integrated systems design • Wyoming
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 13, 2007, among (i) SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (FAX 617-969-5965) (“Bank”) and (ii) PARADIGM HOLDINGS, INC., a Wyoming corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (FAX (240) 235-4380) (“Holdings”) and PARADIGM SOLUTIONS CORPORATION, a Maryland corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (FAX (240) 235-4380) (“Solutions”) (hereinafter, Holdings and Solutions are jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
RATIFICATION OF SUBORDINATION AGREEMENTRatification of Subordination Agreement • May 12th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2010 • Paradigm Holdings, Inc • Services-computer integrated systems design • Wyoming
This Securities Purchase Agreement is entered into and dated as of May 26, 2010 (this “Agreement”), by and among Paradigm Holdings, Inc., a Wyoming corporation (the “Company”), Hale Capital Partners, LP, a Delaware limited partnership (“Hale Capital”), and each of the other purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively with Hale Capital, the “Purchasers”).
FOURTH LOAN MODIFICATION AGREEMENTFourth Loan Modification Agreement • July 8th, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of July 2, 2009, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite’ 00, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”) and (b) PARADIGM HOLDINGS, INC., a Wyoming corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Holdings”), PARADIGM SOLUTIONS CORPORATION, a Maryland corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Solutions”), CALDWELL TECHNOLOGY SOLUTIONS LLC, a Maryland limited liability company, with offices at 17001 Science Drive, Suite 100, Bowie, Maryland 20715 (“Caldwell”) and TRINITY INFORMATION MANAGEMENT SERVICES, a Nevada corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Trinity”) (hereinafter, Holdings
SIXTH LOAN MODIFICATION AGREEMENTSixth Loan Modification Agreement • May 16th, 2011 • Paradigm Holdings, Inc • Services-computer integrated systems design
This Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 16, 2011, and is effective as of May 15, 2011, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”) and (b) PARADIGM HOLDINGS, INC., a Nevada corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Holdings”), PARADIGM SOLUTIONS CORPORATION, a Maryland corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Solutions”), CALDWELL TECHNOLOGY SOLUTIONS LLC, a Maryland limited liability company, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Caldwell”) and TRINITY INFORMATION MANAGEMENT SERVICES, a Nevada corporation, with offices at 9715 Key West Avenue, Rockville, Maryland 20850 (“Trinity”) (hereinafter, Holdings,
SIDE LETTERSide Letter • March 3rd, 2009 • Paradigm Holdings, Inc • Services-computer integrated systems design
Reference is made to that certain Preferred Stock Purchase Agreement dated as of February 27, 2009 among Paradigm Holdings, Inc. (the “Company”), Hale Capital Partners, LP (“HCP”) and the other Purchasers party thereto (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.
