EXECUTION AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 20th, 2002 • Mantech International Corp • Services-management services • Delaware
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERMantech International Corp • March 14th, 2003 • Services-management services • Virginia
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 20, 2021 among MANTECH INTERNATIONAL CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, PNC BANK, NATIONAL ASSOCIATION, as Swing Line Lender...Credit Agreement • July 20th, 2021 • Mantech International Corp • Services-management services • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 20, 2021, among MANTECH INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer and PNC BANK, NATIONAL ASSOCIATION, as Swing Line Lender.
Company's Registration Statement on Form S-1 referred to in Section 1(a)(i) below and includes each preliminary prospectus relating to the Shares which has heretofore been furnished to the Underwriters and dealers for distribution and use....Underwriting Agreement • February 6th, 2002 • Mantech International Corp • Services-management services • New York
REGISTRATION RIGHTS AGREEMENT by and among ManTech International Corporation and the Guarantors party hereto and Banc of America Securities LLC Dated as of April 13, 2010Registration Rights Agreement • April 13th, 2010 • Mantech International Corp • Services-management services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 13, 2010, by and among ManTech International Corporation, a Delaware corporation (the “Company”), the Guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC, as representative (the “Representative”) of the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 7 1/4% Senior Notes due 2018 (the “Initial Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
PURCHASE AGREEMENTPurchase Agreement • April 13th, 2010 • Mantech International Corp • Services-management services • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of April 13, 2010 (the “Indenture”), among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
CREDIT AGREEMENT Dated as of October 12, 2011 among MANTECH INTERNATIONAL CORPORATION, as the Borrower, The Other Lenders Party Hereto, PNC BANK, NATIONAL ASSOCIATION, as Swing Line Lender and BANK OF AMERICA, N.A., as Administrative Agent and L/C...Credit Agreement • October 13th, 2011 • Mantech International Corp • Services-management services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 12, 2011, among MANTECH INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer and PNC BANK, NATIONAL ASSOCIATION, as Swing Line Lender.
3. Employment Period. The Employment Period shall commence on the ----------------- Effective Date and shall terminate on the day preceding the second anniversary of the Effective Date (the "Scheduled Termination Date," as such date may be modified by...Agreement • February 4th, 2002 • Mantech International Corp • Services-management services • Virginia
WITNESSETH:Disturbance and Attornment Agreement • November 23rd, 2001 • Mantech International Corp • Services-management services • Virginia
WITNESSETH ----------Non-Competition and Non-Solicitation Agreement • January 30th, 2002 • Mantech International Corp • Services-management services • Virginia
MANTECH INTERNATIONAL CORPORATION as Issuer and THE GUARANTORS PARTY HERETO 7.25% SENIOR NOTES DUE 2018 INDENTURE DATED AS OF APRIL 13, 2010 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeMantech International Corp • April 13th, 2010 • Services-management services • New York
This Indenture, dated as of April 13, 2010, is by and among ManTech International Corporation, a Delaware corporation (the “Company” or the “Issuer”), the Guarantors (as defined herein), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
Exhibit 4.2 BUSINESS LOAN AND SECURITY AGREEMENT dated as of December 17, 2001Business Loan and Security Agreement • January 2nd, 2002 • Mantech International Corp • Services-management services • Virginia
WITNESSETH ----------Retention Agreement • February 4th, 2002 • Mantech International Corp • Services-management services • Virginia
MANTECH INTERNATIONAL CORPORATION 6,150,000 Shares/1/ Class A Common Stock Underwriting AgreementMantech International Corp • December 16th, 2002 • Services-management services • New York
AGREEMENT AND PLAN OF MERGER OF MANTECH INTERNATIONAL CORPORATION, A DELAWARE CORPORATION, AND MANTECH INTERNATIONAL CORPORATION, A NEW JERSEY CORPORATIONAgreement and Plan of Merger • January 2nd, 2002 • Mantech International Corp • Services-management services
Change in Control Protection AgreementProtection Agreement • December 2nd, 2009 • Mantech International Corp • Services-management services • Virginia
This CHANGE IN CONTROL PROTECTION AGREEMENT is dated November 30, 2009, by and between ManTech International Corporation, a Delaware corporation (the “Company”), and Kevin M. Phillips (the “Executive,” and together with the Company, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2009 • Mantech International Corp • Services-management services • Virginia
This Employment Agreement (this “Agreement”) is entered into as of June 3, 2009, by and between ManTech International Corporation, a Delaware corporation (“ManTech”) having an office and place of business at 12015 Lee Jackson Highway, Fairfax, Virginia 22033 and Lawrence B. Prior, III (“Executive”). ManTech and Executive are sometimes also referred to herein individually as “Party” and collectively as “Parties.”
SECOND MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENTBusiness Loan and Security Agreement • November 15th, 2002 • Mantech International Corp • Services-management services
THIS SECOND MODIFICATION TO BUSINESS LOAN AND SECURITY AGREEMENT (this “Modification”) is made as of the 9th day of July, 2002, by and among (i) CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank (“Citizens Bank”), acting in its capacity as a Lender, Swing Line Lender and as the Administrative Agent for the Lenders (hereinafter defined), having offices at 8521 Leesburg Pike, Suite 405, Vienna, Virginia 22182; (ii) PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), acting in its capacity of Lender and as the Documentation Agent for the Lenders, having offices at One PNC Plaza, 6th Floor, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222; (iii) BRANCH BANKING AND TRUST COMPANY OF VIRGINIA, a Virginia banking corporation (“BB&T”), having offices at 8200 Greensboro Drive, Suite 250, McLean, Virginia 22102, (iv) CHEVY CHASE BANK, F.S.B., a federal savings bank (“Chevy Chase”) having offices at 7501 Wisconsin Avenue, 12th Floor, Bethesda, Maryland 20814, (
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 3rd, 2019 • Mantech International Corp • Services-management services • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (Agreement), effective as of March 15, 2019, is between ManTech International Corporation (Company), and Matthew A. Tait, pursuant to the terms of the Management Incentive Plan of ManTech International Corporation - 2016 Restatement, as may be amended from time to time (Plan). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
ContractMembership Interest Purchase Agreement • February 15th, 2007 • Mantech International Corp • Services-management services • Delaware
This LLC Membership Interest Purchase Agreement (this “Agreement”) is entered into on this 14th day of February, 2007, by and among MSM Security Services Holdings LLC, a Delaware limited liability company (“Buyer”), ManTech Systems Engineering Corporation, a Virginia corporation (“Seller”), and ManTech International Corporation, a Delaware corporation (“Parent”). Each of Buyer, Seller and Parent is sometimes referred to herein as a “Party” and they are sometimes referred to herein collectively as the “Parties.”
VOTING AGREEMENTVoting Agreement • May 16th, 2022 • Mantech International Corp • Services-management services • Delaware
VOTING AGREEMENT, dated as of May 13, 2022 (this “Voting Agreement”), among Moose Bidco, Inc. (“Parent”), and the stockholders of ManTech International Corporation, a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 3rd, 2020 • Mantech International Corp • Services-management services • Delaware
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2020, by and between ManTech International Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
Change in Control Protection AgreementProtection Agreement • February 26th, 2010 • Mantech International Corp • Services-management services • Virginia
This Change in Control Protection Agreement is dated [DATE], by and between ManTech International Corporation, a Delaware corporation (the “Company”), and [NAME] (the “Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 19th, 2010 • Mantech International Corp • Services-management services
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 18th day of December, 2009, by and among (i) ManTech International Corporation, a Delaware corporation (the “Buyer”), (ii) Sensor Technologies Incorporated, a New Jersey corporation (the “Company”), (iii) each of the undersigned holders of the Company’s Common Stock (individually, a “Seller” and collectively, the “Sellers”), and (iv) Michael Gualario, in his capacity as the Sellers’ Representative. Each Person named in (ii) and (iii) above is referred to herein individually as a “Seller Party” and collectively as the “Seller Parties.” The Buyer, the Company, the Sellers and the Sellers’ Representative 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.
FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT]Restricted Stock Unit Award Agreement • March 17th, 2015 • Mantech International Corp • Services-management services • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of March 13, 2015, is between ManTech International Corporation (the “Company”), and (the “Grantee”), pursuant to the terms of the Management Incentive Plan of ManTech International Corporation 2011 Restatement, as may be amended from time to time (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
AGREEMENT AND PLAN OF MERGER AMONG GRAY HAWK SYSTEMS, INC., CERTAIN SHAREHOLDERS OF GRAY HAWK SYSTEMS, INC., PROJECT OWL, INC., MANTECH INTERNATIONAL CORPORATION AND THE SHAREHOLDER REPRESENTATIVE DATED AS OF MAY 3, 2005Agreement and Plan of Merger • May 4th, 2005 • Mantech International Corp • Services-management services • Virginia
THIS AGREEMENT AND PLAN OF MERGER is made this 3rd day of May, 2005 (hereinafter, the “Agreement”), by and among GRAY HAWK SYSTEMS, INC., a Virginia corporation (the “Company”), certain of the shareholders of the Company set forth on the signature page hereto (“Shareholder Parties”), PROJECT OWL, INC., a newly incorporated Virginia corporation and wholly owned subsidiary of Buyer (“Merger Sub”), MANTECH INTERNATIONAL CORPORATION, a Delaware corporation (“Buyer”) and Harry M. Howton, in his capacity as the Shareholder Representative (the “Shareholder Representative” and, collectively, with the Company, the Shareholders (as defined below), Merger Sub and Buyer, the “Merger Parties”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 29th, 2016 • Mantech International Corp • Services-management services • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 17, 2016 (this “Amendment”) is entered into among MANTECH INTERNATIONAL CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiaries identified on the signature pages hereto (collectively, the “Guarantors”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and L/C Issuer.
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT dated as of February 25, 2004, by and among MANTECH INTERNATIONAL CORPORATION AND CERTAIN OTHER BORROWER PARTIES, as the Borrowers, CITIZENS BANK OF PENNSYLVANIA AND CERTAIN OTHER LENDER PARTIES, as...Credit and Security Agreement • May 10th, 2004 • Mantech International Corp • Services-management services • Virginia
THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT is executed as of the 25th day of February, 2004 and is by and among (i) Citizens Bank of Pennsylvania, a Pennsylvania state chartered bank, acting in the capacity of Lender, Swing Line Lender and as the Administrative Agent for the Lenders, having offices at 8521 Leesburg Pike, Suite 405, Vienna, Virginia 22182; (ii) KeyBank National Association, acting in the capacity of Lender and as the Documentation Agent for the Lenders, having offices at 127 Public Square, Cleveland, Ohio 44114; (iii) certain other “Lender” parties to this Amended and Restated Credit and Security Agreement from time to time; (iv) ManTech International Corporation, a Delaware corporation having offices at 12015 Lee Jackson Highway, Fairfax, Virginia 22033 and each other person or entity from time to time being a “Borrower” party to this Amended and Restated Credit and Security Agreement.
Re: [FORM OF] Amendment to Executive Continuity and Stay Incentive AgreementMantech International Corp • May 17th, 2022 • Services-management services
Reference is made to your Executive Continuity and Stay Incentive Agreement with ManTech International Corporation (the “Company”), dated [DATE] (your “ECSI”). As you know, George Pedersen has fully retired from the Company and has also recently resigned from the Company’s Board of Directors. As a result, we have determined to update the terms of your ECSI, as described in this letter. (Terms not otherwise defined in this letter have the meanings ascribed to such terms in your ECSI.)
Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including...Joint Filing Agreement • February 13th, 1997 • Mantech International Corp • Services-management services
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock of GSE Systems, Inc. and further agree that this Joint Filing Agreement, which may be executed in one or more counterparts, be included as an Exhibit to such statement.
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTForm of Restricted Stock Unit Award Agreement • March 9th, 2018 • Mantech International Corp • Services-management services • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), effective as of __________, 2018, is between ManTech International Corporation (the “Company”), and ___________ (the “Grantee”), pursuant to the terms of the Management Incentive Plan of ManTech International Corporation - 2016 Restatement, as may be amended from time to time (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
Executive Continuity and Stay Incentive AgreementContinuity and Stay Incentive Agreement • February 19th, 2016 • Mantech International Corp • Services-management services • Delaware
This Executive Continuity and Stay Incentive Agreement (the “Agreement”) dated as of [____], 2015 (the “Effective Date”), by and between ManTech International Corporation, a Delaware corporation (the “Company”), and [___________] (the “Executive,” and together with the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among MOOSE BIDCO, INC., MOOSE MERGER SUB, INC., and MANTECH INTERNATIONAL CORPORATION Dated as of May 13, 2022Agreement and Plan of Merger • May 16th, 2022 • Mantech International Corp • Services-management services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 13, 2022 (this “Agreement”), is made and entered into by and among Moose Bidco, Inc., a Delaware corporation (“Parent”), Moose Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and ManTech International Corporation, a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among MANTECH INTERNATIONAL CORPORATION, SPYGLASS ACQUISITION CORPORATION, MCDONALD BRADLEY, INC., and, solely in the capacity as the Representative as specified in Section 2.10, KENNETH BARTEE November 15, 2007Agreement and Plan of Merger • December 19th, 2007 • Mantech International Corp • Services-management services • Virginia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 15, 2007 by and among (i) McDonald Bradley Inc., a Virginia corporation (the “Company”), (ii) ManTech International Corporation, a Delaware corporation (“Parent”), (iii) Spyglass Acquisition Corporation, a Virginia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and (iv) solely in the capacity as the Representative as specified in Section 2.10, Kenneth Bartee (the “Representative”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties” or individually as a “Party.”
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 22nd, 2017 • Mantech International Corp • Services-management services • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), effective as of November 7, 2016, is between ManTech International Corporation (the “Company”), and Kevin M. Phillips (Grantee), pursuant to the terms of the Management Incentive Plan of ManTech International Corporation 2016 Restatement, as may be amended from time to time (the Plan). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
