0000930420-19-000122 Sample Contracts

KFORCE INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 2nd, 2019 • Kforce Inc • Services-help supply services

Kforce Inc. (the “Firm”), pursuant to its 2019 Stock Incentive Plan (the "Plan"), hereby grants the shares summarized above to stated Grantee. The shares are subject to the terms and conditions set forth within the Plan, and unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement; however, certain terms of this award are provided below:

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FIRST AMENDMENT AND CONSENT
First Amendment and Consent • May 2nd, 2019 • Kforce Inc • Services-help supply services • New York

THIS FIRST AMENDMENT AND CONSENT (this “Amendment”), dated as of February 28, 2019, is by and among KFORCE INC., a Florida corporation (the “Borrower”), the Subsidiary Guarantors party hereto (the “Guarantors”), the Lenders (as defined below) party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent on behalf of the Lenders under the Credit Agreement (as hereinafter defined) (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 2nd, 2019 • Kforce Inc • Services-help supply services • Delaware

This AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of March 29, 2019, by and among ManTech International Corporation, a Delaware corporation (the “Purchaser”), Kforce Government Solutions, Inc., a Pennsylvania corporation (the “Company”), Kforce Government Holdings Inc., a Florida corporation (the “Parent”), and Kforce Inc., a Florida corporation (the “Seller”). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given in the Purchase Agreement (as defined below).

STOCK PURCHASE AGREEMENT AMONG MANTECH INTERNATIONAL CORPORATION AS THE PURCHASER, KFORCE GOVERNMENT SOLUTIONS, INC. AS THE COMPANY, KFORCE GOVERNMENT HOLDINGS INC. AS THE PARENT, AND KFORCE INC. AS THE SELLER FEBRUARY 28, 2019
Stock Purchase Agreement • May 2nd, 2019 • Kforce Inc • Services-help supply services • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2019, by and among ManTech International Corporation, a Delaware corporation (the “Purchaser”), Kforce Government Solutions, Inc., a Pennsylvania corporation (the “Company”), Kforce Government Holdings Inc., a Florida corporation (the “Parent”), and Kforce Inc., a Florida corporation (the “Seller”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings given to such terms in Section 1.1.

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