And Waiver to Agreement and Plan of Merger Sample Contracts

AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER

And Waiver to Agreement and Plan of Merger • May 22nd, 2017 • STG Group, Inc. • Blank checks • Delaware

• Contract Type
  And Waiver to Agreement and Plan of Merger
• Filed
  May 22nd, 2017
• Company
  STG Group, Inc.
• Industry
  Blank checks
• Jurisdiction
  Delaware

THIS AMENDMENT AND WAIVER TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of May 8, 2017, by and between STG Group, Inc., a Delaware corporation (“Parent”), Ripcord Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), PSS Holdings, Inc., a Delaware corporation (the “Company”), PSS PE I, L.P., a Delaware limited partnership, PSS Co-Investors, L.P., a Delaware limited partnership, WWC Capital Fund II, L.P., a Delaware limited partnership, Spring Capital Partners II, L.P., a Maryland limited partnership, and Scott Goss (collectively, the “Significant Stockholders”) and Peter M. Schulte (the “Stockholders’ Representative”). All capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).