0001193125-17-222040 Sample Contracts

AGREEMENT AND PLAN OF MERGER among: Cloud Intermediate Holdings, LLC, a Delaware limited liability company, Cloud Merger Sub, Inc., a Delaware corporation, and NCI, INC., a Delaware corporation Dated as of July 2, 2017

Agreement and Plan of Merger • July 5th, 2017 • NCI, Inc. • Services-computer integrated systems design • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  July 5th, 2017
• Company
  NCI, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 2, 2017 (the “Agreement Date”) by and among Cloud Intermediate Holdings, LLC, a Delaware limited liability company (“Parent”), Cloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and NCI, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

TENDER AND SUPPORT AGREEMENT

Tender and Support Agreement • July 5th, 2017 • NCI, Inc. • Services-computer integrated systems design • Delaware

• Contract Type
  Tender and Support Agreement
• Filed
  July 5th, 2017
• Company
  NCI, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 2, 2017 by and between Cloud Intermediate Holdings LLC, a Delaware limited liability company (“Parent”), Cloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and the undersigned stockholder (the “Stockholder”) of NCI, Inc., a Delaware corporation (the “Company”).

Limited Guaranty

Limited Guaranty • July 5th, 2017 • NCI, Inc. • Services-computer integrated systems design • Delaware

• Contract Type
  Limited Guaranty
• Filed
  July 5th, 2017
• Company
  NCI, Inc.
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

This Limited Guaranty, dated as of July 2, 2017 (this “Guaranty”), is made by H.I.G. Middle Market LBO Fund II, L.P., a Delaware limited partnership (the “Guarantor”), in favor of NCI, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).