REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT is entered into as of October 23, 2013, by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).
October 24, 2013Letter Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks
This letter (this "Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement") entered into among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities, Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated October 23, 2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock shall be sold in the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company with the Securities and Exchange Commission and the Company shall apply to have the Common Stock listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 12 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS STOCK ESCROW AGREEMENT, dated as of October 23, 2013 (this “Agreement”), by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC (the “Sponsor”), and American Stock Transfer & Trust Company (the “Escrow Agent”).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
This Private Placement Purchase Agreement (this “Agreement”), dated as of October 23, 2013, is made and entered into by and between Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Defense & National Security Holdings LLC (“Buyer”). Buyer and the Company are collectively referred to herein as the “Parties.”
6,000,000 Shares Global Defense & National Security Systems, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
The Company has entered into a Subscription Agreement, effective as of July 19, 2013 (the “Subscription Agreement”), with Global Defense & National Security Holdings LLC, a Delaware limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.6 to the Initial Registration Statement (as defined below), pursuant to which the Sponsor purchased 2,003,225 shares of Common Stock (the “Sponsor Shares”), for an aggregate purchase price of $25,000. The Sponsor Shares are substantially similar to the Common Stock except as described in the Prospectus (as defined below).
RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENTRight of First Refusal And • November 4th, 2013 • Global Defense & National Security Systems, Inc. • Blank checks • New York
THIS RIGHT OF FIRST REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of October 23, 2013 by and among Global Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), and Global Integrated Security (USA) Inc., a Delaware corporation (“GIS”), in connection with the Company’s proposed public offering of shares of common stock, par value $0.0001 per share (the “Shares”), pursuant to a registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).
GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.Global Defense & National Security Systems, Inc. • November 4th, 2013 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date of the Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) by Global Defense & National Security Systems, Inc. (the “Company”) (such date, the “Commencement Date”), and continuing until the earlier of the consummation by the Company of an initial business combination or the distribution of the Trust Account (as defined below) to the Company’s public stockholders (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Global Defense & National Security Holdings LLC (the “Sponsor”) shall arrange for or make available to the Company, at a number of premises, including 11921 Freedom Drive, Suite 550, Two Fountain Square, Reston, Virginia 20190 (or any successor location of the Sponsor), certain office space, utilities, and general office, receptionist and secretar
