0001193125-18-185743 Sample Contracts

PERSPECTA INC. SERVICE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Service Based Restricted Stock Unit • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada

INDEMNIFICATION AGREEMENT, effective as of _____________, between Perspecta Inc., a Nevada corporation (the “Company”), and _____________ (the “Indemnitee”).

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CREDIT AGREEMENT Dated as of May 31, 2018 among PERSPECTA INC. (formerly known as Ultra SC Inc.) as the Company THE GUARANTORS REFERRED TO HEREIN THE LENDERS REFERRED TO HEREIN as Lenders MUFG BANK, LTD. as Administrative Agent MUFG UNION BANK, N.A....
Credit Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Delaware

This CREDIT AGREEMENT is entered into as of May 31, 2018, among Perspecta Inc. (formerly known as Ultra SC Inc.), a Nevada corporation (the “Company”), the Guarantors from time to time party hereto, the financial institutions from time to time parties hereto (the “Lenders”), MUFG Bank, Ltd., a member of MUFG, a global financial group (“MUFG”), as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and MUFG Union Bank, N.A. in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

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PERSPECTA INC. STOCK OPTION AWARD AGREEMENT
Stock Option • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
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INTELLECTUAL PROPERTY MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between and Perspecta Inc.
Intellectual Property Matters Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Delta

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 (the “Effective Date”), by and between DXC Technology Company, a Nevada corporation (“Delta”), and Perspecta Inc., a Nevada corporation (“Ultra”). Each of Delta and Ultra is sometimes referred to herein as a “Party” and collectively as the “Parties”.

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SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC.
Separation and Distribution Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Delta

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”), and Perspecta Inc., a Nevada corporation (“Ultra”). Each of Delta and Ultra is sometimes referred to herein as a “Party” and, collectively, as the “Parties”.

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GUARANTY
Guaranty • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation

This GUARANTY, dated as of May 31, 2018 (this “Guaranty”), is made by PERSPECTA INC. (f/k/a Ultra SC Inc.), a Nevada corporation (“Guarantor”), in favor of MUFG BANK, LTD. (F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH) (“BTMU”), as Administrative Agent (as defined below) (the “Guaranteed Party”) for the benefit of the Purchasers (as defined below).

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PERSPECTA INC. SEVERANCE PLAN FOR SENIOR MANAGEMENT AND KEY EMPLOYEES And Summary Plan Description Effective June 1, 2018
Management and Key Employees • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation

This Severance Plan (the “Plan”) shall become effective with respect to any particular Designated Employee (as defined below) as of the date a Senior Management and Key Employee Severance Agreement, incorporating all or any portion of the terms hereof, is executed between such Designated Employee and Perspecta Inc. (“Perspecta” and, together with its subsidiaries, the “Company”). This document is also intended to constitute the Summary Plan Description for the Plan.

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PERSPECTA INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada

This Restricted Stock Unit Agreement (“Agreement”) is made and entered into as of the date indicated on the signature page hereto (the “Grant Date”) by and between Perspecta Inc., a Nevada corporation (the “Company”), and the non-employee director of the Company executing this Agreement (the “Director”).

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EMPLOYEE MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between and PERSPECTA INC.
Employee Matters Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • New York

This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc., a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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TRANSITION SERVICES AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC.
Transition Services Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of May 31, 2018, by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc., a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Separation and Distribution Agreement dated as of May 31, 2018, by and between Delta and Ultra (as such may be amended from time to time, the “Separation and Distribution Agreement”).

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NON-U.S. AGENCY AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA INC.
Agency Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation

This NON-U.S. AGENCY AGREEMENT (this “Agreement”) is dated as of May 31, 2018, by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc. (formerly Ultra SC Inc.), a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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TAX MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between and PERSPECTA INC.
Tax Matters Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation

This TAX MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018, by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta Inc., a Nevada corporation (“Ultra”). Delta and Ultra are also referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

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REAL ESTATE MATTERS AGREEMENT DATED AS OF MAY 31, 2018 by and between DXC TECHNOLOGY COMPANY and PERSPECTA, INC.
Real Estate Matters Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation

This REAL ESTATE MATTERS AGREEMENT (this “Agreement”) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (“Delta”) and Perspecta, Inc., a Nevada corporation (“Ultra”). Ultra and Delta are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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SECOND AMENDMENT TO MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT
Master Accounts Receivable Purchase Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • New York

This SECOND AMENDMENT to the MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of May 31, 2018 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:

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PERSPECTA INC. PERFORMANCE BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
Performance Based Restricted Stock Unit • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • Nevada
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COLLATERAL AGREEMENT Dated as of May 31, 2018 by and among THE GRANTORS REFERRED TO HEREIN, MUFG BANK, LTD. as Administrative Agent, and MUFG UNION BANK, N.A., as Collateral Agent
Collateral Agreement • June 6th, 2018 • Perspecta Inc. • Services-computer processing & data preparation • New York

This COLLATERAL AGREEMENT (this “Agreement”) is entered into as of May 31, 2018, by and among Perspecta Inc. (formerly known as Ultra SC Inc.), a Nevada corporation (the “Company”), each other Grantor (as defined below) from time to time party hereto, MUFG Bank, Ltd., in its capacity as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and MUFG Union Bank, N.A., in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

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