EXHIBIT B FORM OF STOCKHOLDER TENDER AGREEMENTTitan Corp • July 3rd, 2001 • Services-computer integrated systems design • California
FORM T-1Titan Corp • April 20th, 2000 • Services-computer integrated systems design
HORIZONS TECHNOLOGY, INC. RETIREMENT PLAN RETIREMENT PLAN TABLE OF CONTENTS ARTICLE SUBJECT MATTER AND SECTION NUMBERS PAGE EXHIBIT A ADOPTION AGREEMENT -- Plan Specifications, A-1 Specific Definitions and ElectionsTitan Corp • November 2nd, 1999 • Services-computer integrated systems design • California
CONFIDENTIALAgreement and Plan of Merger • March 30th, 2000 • Titan Corp • Services-computer integrated systems design • Delaware
BY AND AMONGAgreement and Plan of Merger • December 16th, 1999 • Titan Corp • Services-computer integrated systems design • Delaware
amongSecurity Agreement • June 24th, 1999 • Titan Corp • Services-computer integrated systems design • New York
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT DATED AS OF MARCH 23, 2001,Asset Purchase Agreement • May 15th, 2001 • Titan Corp • Services-computer integrated systems design • California
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF FEDERAL...Titan Corp • October 26th, 1998 • Services-computer integrated systems design
FORM T-1Titan Corp • April 20th, 2000 • Services-computer integrated systems design
March 29, 2002 SureBeam Corporation 3033 Science Park Road San Diego, California 92121-1199 Attention: David Rane, Chief Financial Officer Re: Surebeam Corporation/ Revolving Facility Dear Mr. Rane: The Titan Corporation, a Delaware corporation...Titan Corp • April 1st, 2002 • Services-computer integrated systems design
BY AND AMONGStock Purchase Agreement • April 2nd, 2001 • Titan Corp • Services-computer integrated systems design • Delaware
HORIZONS TECHNOLOGY, INC. RETIREMENT TRUST HORIZONS TECHNOLOGY, INC. RETIREMENT TRUST TABLE OF CONTENTSTitan Corp • November 2nd, 1999 • Services-computer integrated systems design
VOTING AGREEMENTVoting Agreement • April 20th, 2000 • Titan Corp • Services-computer integrated systems design • Delaware
EXHIBIT 10.36 SENIOR SECURED CREDIT AGREEMENT, dated as of February 23, 2000,Credit Agreement • March 30th, 2000 • Titan Corp • Services-computer integrated systems design • New York
TO WILMINGTON TRUST COMPANY, as Trustee IndentureIndenture • April 20th, 2000 • Titan Corp • Services-computer integrated systems design • New York
Cayenta Dedicated Assets 4.02 Cayenta Initial Membership Units 5.02 Cayenta Representatives 6.03 Certificate Schedule 1.01 Chairman 6.03 Code Schedule 1.01 Company Preamble Company Business Schedule 1.01 Company Minimum Gain Schedule 1.01 Conversion...Limited Liability Company Agreement • March 30th, 2000 • Titan Corp • Services-computer integrated systems design • Delaware
EXHIBIT 1.1 THE TITAN CORPORATION (a Delaware corporation) 8,625,000 Shares of Common Stock PURCHASE AGREEMENT Dated: , 2001 TABLE OF CONTENTSPurchase Agreement • July 6th, 2001 • Titan Corp • Services-computer integrated systems design • New York
CREDIT AGREEMENT,Credit Agreement • August 14th, 1998 • Titan Corp • Services-computer integrated systems design • New York
THE TITAN CORPORATION ____% Convertible Subordinated Debentures Due 2003 UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 1996 • Titan Corp • Services-computer integrated systems design
VOTING AGREEMENT THIS VOTING AGREEMENT is entered into as of December 29, 1997 by and between DBA SYSTEMS, INC., a Florida corporation (the "Company"), and Name ("Stockholder"). RECITALS A. THE TITAN CORPORATION, a Delaware corporation ("Parent");...Voting Agreement • February 6th, 1998 • Titan Corp • Services-computer integrated systems design • Delaware
STOCK EXCHANGE AND STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 2000 • Titan Corp • Services-computer integrated systems design • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 2000 • Titan Corp • Services-computer integrated systems design • California
VOTING AGREEMENT THIS VOTING AGREEMENT is entered into as of December 29, 1997 by and between THE TITAN CORPORATION, a California corporation ("Parent"), and ((Name)) ("Shareholder"). RECITALSVoting Agreement • February 6th, 1998 • Titan Corp • Services-computer integrated systems design • Florida
II. AGREEMENT Now, therefore, it is hereby agreed by and between the parties hereto as follows.Titan Corp • May 15th, 1998 • Services-computer integrated systems design
RECITALSRemarketing Agreement • April 20th, 2000 • Titan Corp • Services-computer integrated systems design • New York
4,000,000 HIGH TIDES-SM- TITAN CAPITAL TRUST 5 3/4% CONVERTIBLE PREFERRED SECURITIES REMARKETABLE TERM INCOME DEFERRABLE EQUITY SECURITIES (HIGH TIDES- SM-) (LIQUIDATION AMOUNT $50 PER EACH OF THE HIGH TIDES) GUARANTEED TO THE EXTENT SET FORTH IN THE...Registration Rights Agreement • April 20th, 2000 • Titan Corp • Services-computer integrated systems design • New York
RECITALSSenior Secured Credit Agreement • August 14th, 2001 • Titan Corp • Services-computer integrated systems design
BY AND AMONGStock Purchase Agreement • April 4th, 2001 • Titan Corp • Services-computer integrated systems design • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 31st, 2000 • Titan Corp • Services-computer integrated systems design • Delaware
RecitalsLease Modification Agreement • June 24th, 1999 • Titan Corp • Services-computer integrated systems design • Delaware
EXHIBIT 10.32 STANDARD INDUSTRIAL LEASE--NET AMERICAL INDUSTRIAL REAL ESTATE ASSOCIATION 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES. This Lease, dated, for reference purposes only, July 22, 1994 is made by and between Ruffin Tech Center,...Titan Corp • March 10th, 1998 • Services-computer integrated systems design
BY AND AMONGAgreement and Plan of Merger • March 30th, 2000 • Titan Corp • Services-computer integrated systems design • Maryland
EXHIBIT 99.4 DATRON SYSTEMS INCORPORATED 1985 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT DATRON SYSTEMS INCORPORATED (the "Company") grants to ____________ ("Optionee") an incentive stock option to purchase shares of the Company's common stock...Incentive Stock Option Agreement • August 7th, 2001 • Titan Corp • Services-computer integrated systems design
DECLARATION OF TRUST OF TITAN CAPITAL TRUSTTitan Corp • April 20th, 2000 • Services-computer integrated systems design
II. AMENDMENT Now, therefore, it is hereby agreed by and between the parties hereto as follows:Commercial Loan Agreement • May 15th, 1998 • Titan Corp • Services-computer integrated systems design
