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EXHIBIT 10.1
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "AGREEMENT") is made as of September 7,
2001, by and among DigitalNet Holdings, Inc., a Delaware corporation (the
"COMPANY"), GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR FUND
VII"), GTCR Co-Invest, L.P., a Delaware limited partnership ("CO-INVEST," and
together with GTCR Fund VII, the "GTCR PURCHASERS"), the J. Sunny Bajaj Trust,
the Rueben Bajaj Trust and the Bajaj Family Limited Partnership (each, a "BAJAJ
PURCHASER" and collectively, the "BAJAJ PURCHASERS") and the Pearlstein Family,
LLC (the "PEARLSTEIN PURCHASER", and together with the GTCR Purchasers and the
Bajaj Purchasers, the "PURCHASERS"). Except as otherwise indicated herein,
capitalized terms used herein are defined in SECTION 6 hereof.
The parties hereto agree as follows:
Section 1. AUTHORIZATION AND CLOSING.
1A. AUTHORIZATION OF THE STOCK. The Company shall authorize the
issuance and sale to the Purchasers of up to 96,790 shares of its Class A
Preferred Stock, par value $0.01 per share (the "CLASS A PREFERRED"), and up to
35,105,000 shares of its Common Stock, par value $0.001 per share (the "COMMON
STOCK"), each having the rights and preferences set forth in EXHIBIT A attached
hereto. The Class A Preferred and the Common Stock are collectively referred to
herein as the "STOCK."
1B. PURCHASE AND SALE OF THE STOCK BY THE GTCR PURCHASERS.
(a) At the Initial Closing (as defined in SECTION 1F below), the
Company shall sell to the GTCR Purchasers and, subject to the terms and
conditions set forth herein, the GTCR Purchasers shall purchase from the
Company, 10,000,000 shares of Common Stock at a price of $0.10 per share. Each
GTCR Purchaser shall purchase the percentage of such shares set forth next to
such GTCR Purchaser's name on the signature pages attached hereto
(b) The Company has been organized for the purpose of owning and
operating a business in the mobile computing services consulting industry by
means of first acquiring an existing business or businesses satisfactory to both
(i) the GTCR Purchasers and (ii) the Board of Directors of the Company (the
"BOARD"), and thereafter from time to time making additional acquisitions which
are synergistic with or otherwise complementary to such initial acquisition and
generally with the characteristics set forth on SCHEDULE 1 to this Agreement.
The GTCR Purchasers intend to provide up to $96 million (including the
Pre-Acquisition Funding and other potential fundings for Non-Acquisition
Expenses, each as defined below) in equity financing to the Company as the
equity portion of the debt and equity financing necessary to fund such
acquisitions and for other internal growth initiatives, in each case as approved
by (i) the GTCR Purchasers and (ii) the Board (an "APPROVED USE").
Notwithstanding the foregoing, no more than $10 million in the aggregate of the
funds which may be obtained by the Company from all of the Purchasers shall be
reserved to fund Non-Acquisition Expenses (it being understood that
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no more than $1,000,000 in the aggregate (or such higher number as may be
approved by the GTCR Purchasers and the Board) of such $10 million of funds may
be used to fund Non-Acquisition Expenses incurred prior to the Company's initial
acquisition (the "PRE-ACQUISITION FUNDING")). In addition, no funds obtained by
the Company from the Purchasers shall be used to fund the sales, general and
administrative expenses, working capital expenses or capital expenses of any
company acquired by the Company unless approved by the GTCR Purchasers and the
Board. The GTCR Purchasers' obligation to purchase any stock of the Company
pursuant to this SECTION 1B(b) (including any stock issued in exchange for the
Pre-Acquisition Funding and other potential fundings for Non-Acquisition
Expenses) will be conditioned on the Company's not being in default under any of
its material agreements, adequate debt financing being available to fund any
proposed acquisition or other Approved Use on terms satisfactory to the GTCR
Purchasers, and the Company's operations and the acquisition or other Approved
Use being satisfactory to the GTCR Purchasers. In order to implement the
foregoing, the GTCR Purchasers may purchase from time to time after the Initial
Closing, upon the written request of the Board in connection with an Approved
Use, (i) first, up to an additional 23,600,000 shares of Common Stock at a price
of $0.10 per share and (ii) second, after all such shares of Common Stock have
been purchased, up to 92,640 shares of Class A Preferred at a price of $1,000
per share (the amounts set forth in each of (i) and (ii) immediately above as
adjusted from time to time as a result of stock dividends, stock splits,
recapitalization and similar events) (each such purchase, a "SUBSEQUENT
CLOSING"). Each GTCR Purchaser shall purchase the percentage of such shares set
forth next to such GTCR Purchaser's name on the signature pages attached hereto.
At the time of any such purchase, the Company will deliver to the GTCR
Purchasers the certificates representing such shares of Common Stock and/or
Class A Preferred purchased by the GTCR Purchasers, and the GTCR Purchasers will
deliver to the Company a cashier's or certified check or a wire transfer of
immediately available funds in the aggregate amount of the price per share of
such shares multiplied by the number of shares so purchased by the GTCR
Purchasers. At the time of any Subsequent Closing, each GTCR Purchaser shall be
entitled to receive, and the Company shall be obligated to deliver, satisfactory
representations and warranties and all other information and documentation as
such GTCR Purchaser may reasonably request.
1C. PURCHASE AND SALE OF THE STOCK BY THE BAJAJ PURCHASERS.
(a) At the Initial Closing (as defined in SECTION 1F below), the
Company shall sell to the Bajaj Purchasers and, subject to the terms and
conditions set forth herein, the Bajaj Purchasers shall purchase from the
Company, 416,667 shares of Common Stock at a price of $0.10 per share.
(b) Simultaneously with any purchase by the GTCR Purchasers of shares
of Common Stock and/or Class A Preferred pursuant to SECTION 1B(b) above, Bajaj
will purchase, and the Company will sell to the Bajaj Purchasers at the same
price and on the same terms as purchased by the GTCR Purchasers up to an
additional 983,333 shares of Common Stock and up to an aggregate of 3,860 shares
of Class A Preferred. The number of shares of Class A Preferred to be sold by
the Company and purchased by Bajaj at any time shall equal (i) 3,860 shares of
Class A Preferred, MULTIPLIED BY (ii) a fraction (A) the numerator of which will
be the number of
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shares of such Class A Preferred to be concurrently purchased by the GTCR
Purchasers and (B) the denominator of which will be 92,640 shares of Class A
Preferred. The number of shares of Common Stock to be sold by the Company and
purchased by the Bajaj Purchasers at any time shall equal (i) 983,332 shares of
Common Stock, MULTIPLIED BY (ii) a fraction (A) the numerator of which will be
the number of shares of such Common Stock to be concurrently purchased by the
GTCR Purchasers and (B) the denominator of which will be 23,600,000 shares of
Common Stock. At each Subsequent Closing, the Company will deliver to each Bajaj
Purchaser a certificate representing the Common Stock and/or Class A Preferred
to be so purchased by such Bajaj Purchaser, and such Bajaj Purchaser will
deliver to the Company, by wire transfer of immediately available funds, cash in
an aggregate amount equal to the purchase price for such shares. At the time of
any such purchase, the Bajaj Purchasers shall be entitled to receive, and the
Company shall be obligated to deliver, the same representations and warranties
and other information and documentation received by the GTCR Purchasers. The
maximum aggregate amount that the Bajaj Purchasers shall fund or may purchase
pursuant to this SECTION 1C(b) shall be $3,958,333.
(c) Common Stock purchased at the Initial Closing by each of the
Bajaj Purchasers shall be acquired by each of the Bajaj Purchasers as set forth
in Schedule 2 attached hereto and the Common Stock and/or Class A Preferred
purchased at each Subsequent Closing by each of the Bajaj Purchasers shall be
acquired in the same manner or in a manner disclosed to the Company prior to
such Subsequent Closing.
1D. PURCHASE AND SALE OF THE STOCK BY THE PEARLSTEIN PURCHASER.
(a) At the Initial Closing (as defined in SECTION 1F below), the
Company shall sell to the Pearlstein Purchaser and, subject to the terms and
conditions set forth herein, the Pearlstein Purchaser shall purchase from the
Company, 31,250 shares of Common Stock at a price of $0.10 per share.
(b) Simultaneously with any purchase by the GTCR Purchasers of shares
of Common Stock and/or Class A Preferred pursuant to SECTION 1B(b) above, the
Pearlstein Purchaser will purchase, and the Company will sell to the Pearlstein
Purchaser at the same price and on the same terms as purchased by the GTCR
Purchasers up to an additional 73,750 shares of Common Stock and up to an
aggregate of 290 shares of Class A Preferred. The number of shares of Class A
Preferred to be sold by the Company and purchased by the Pearlstein Purchaser at
any time shall equal (i) 290 shares of Class A Preferred, MULTIPLIED BY (ii) a
fraction (A) the numerator of which will be the number of shares of such Class A
Preferred to be concurrently purchased by the GTCR Purchasers and (B) the
denominator of which will be 92,640 shares of Class A Preferred. The number of
shares of Common Stock to be sold by the Company and purchased by the Pearlstein
Purchaser at any time shall equal (i) 73,750 shares of Common Stock, MULTIPLIED
BY (ii) a fraction (A) the numerator of which will be the number of shares of
such Common Stock to be concurrently purchased by the GTCR Purchasers and (B)
the denominator of which will be 23,600,000 shares of Common Stock. At each
Subsequent Closing, the Company will deliver to the Pearlstein Purchaser a
certificate representing the
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Common Stock and/or Class A Preferred to be so purchased by the Pearlstein
Purchaser, and the Pearlstein Purchaser will deliver to the Company, by wire
transfer of immediately available funds, cash in an aggregate amount equal to
the purchase price for such shares. At the time of any such purchase, the
Pearlstein Purchaser shall be entitled to receive, and the Company shall be
obligated to deliver, the same representations and warranties and other
information and documentation received by the GTCR Purchasers. The maximum
aggregate amount that the Pearlstein Purchaser shall fund or may purchase
pursuant to this SECTION 1D(b) shall be $296,875.
1E. STOCK REPURCHASES UPON FAILURE TO PURCHASE AT SUBSEQUENT CLOSING.
(a) In the event that any or all of the Bajaj Purchasers or the
Pearlstein Purchaser (the "DEFAULTING PURCHASER(S)") is unable or otherwise does
not purchase for any reason (regardless of the existence of any default or
breach or failure to comply with any conditions precedent by the Company or any
of its Subsidiaries) the number of shares of Common Stock and/or Class A
Preferred required to be purchased by it at any Subsequent Closing, the
Purchasers (other than the Defaulting Purchaser(s)) (the "NON-DEFAULTING
PURCHASERS") who so elect and, if the Non-Defaulting Purchasers do not offer to
purchase all of such shares within 30 days after the failure to purchase the
number of shares of Common Stock and/or Class A Preferred required to be
purchased by it at any Subsequent Closing, the Company, shall have the right to
purchase, in which event the Defaulting Purchaser(s) and its transferees shall
be obligated to sell, all of the shares of Investor Common then held by such
Defaulting Purchaser(s) and its transferees (a "STOCK REPURCHASE") at a time and
place designated by the Company or a majority (determined by the number of
shares of Investor Common held by such Persons) of the Non-Defaulting Purchasers
electing to participate in the Stock Repurchase (the "PARTICIPATING PURCHASERS")
(a "STOCK REPURCHASE CLOSING"). In the event the Participating Purchasers are
entitled to participate in the Stock Repurchase pursuant to the foregoing
sentence, each Participating Purchaser shall be entitled to purchase its PRO
RATA portion of such shares based on the number of shares of Investor Common
then held by each Participating Purchaser. Notwithstanding anything herein to
the contrary, for purposes of this SECTION 1E, the Bajaj Purchasers and their
transferees shall be treated as one group of Purchasers, such that any default
by any one the Bajaj Purchasers or their transferees shall be treated as a
default of all of the Bajaj Purchasers and their transferees and all of the
Bajaj Purchasers and their transferees will be Defaulting Purchasers. At a Stock
Repurchase Closing, the Defaulting Purchaser(s) and its transferees, as
applicable, shall deliver to the Company or each Participating Purchaser (as the
case may be) duly executed instruments transferring good and marketable title to
such shares of Common Stock to the Company or each Participating Purchaser (as
the case may be) free and clear of all liens and encumbrances, against payment
of the Stock Repurchase Price, (A) in the case of payment by the Company, (1) by
cashier's or certified check payable to the Defaulting Purchaser(s) or its
transferee, as applicable, (2) in the form of a promissory note from the Company
having a term no longer than five years, payable in sixty equal installments, at
a market rate of interest and having other typical market terms or (3) by wire
transfer of immediately available funds to an account designated by the
Defaulting Purchaser(s) or such transferee, as applicable, and (B) in the case
of payment by the Participating Purchasers, (1) by
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cashier's or certified check payable to the Defaulting Purchaser(s) or its
transferee, as applicable or (2) by wire transfer of immediately available funds
to an account designated by the Defaulting Purchaser(s) or such transferee, as
applicable. The "STOCK REPURCHASE PRICE" of the shares of Common Stock to be
sold by the Defaulting Purchaser(s) pursuant to this SECTION 1E(a) shall be the
lower of (A) $0.10 per each such share of Common Stock (as proportionately
adjusted for all subsequent stock dividends, stock splits and other
recapitalizations) and (B) the Fair Market Value of each such share of Common
Stock as of the Stock Repurchase Closing.
(b) In the event of a Stock Repurchase, the Defaulting Purchaser(s)
shall not thereafter be entitled to purchase, and the Company shall not
thereafter be obligated to sell to the Defaulting Purchaser(s), any shares of
Class A Preferred. The repurchase rights of the Company and the Participating
Purchasers pursuant to SECTION 1E(a) above are in addition to any and all other
rights and remedies which the Company and the Participating Purchasers may have
at law or in equity as a result of any failure by the Defaulting Purchaser(s) to
purchase the shares of Common Stock and/or Class A Preferred required to be
purchased by it from the Company at any Subsequent Closing.
1F. INITIAL CLOSING; SUBSEQUENT CLOSINGS.
(a) The closing of the purchase and sale of the Stock to be purchased
pursuant to SECTIONS 1B(a), SECTION 1C(a) AND 1D(a) (the "INITIAL CLOSING")
shall take place at the offices of Kirkland & Ellis, 200 East Randolph Drive,
Chicago, Illinois 60601 at 10:00 a.m. within one day after satisfaction of the
conditions set forth in SECTION 2 hereof, or at such other place or on such
other date as may be mutually agreeable to the Company and the GTCR Purchasers.
(b) The Company shall notify the Purchasers of any Subsequent Closing
at least 2 days prior to the date of such Subsequent Closing. Each Subsequent
Closing shall take place at the offices of Kirkland & Ellis, 200 East Randolph
Drive, Chicago, Illinois 60601 at 10:00 a.m. on such date as may be mutually
agreeable to the Company and the GTCR Purchasers or at such other place as may
be mutually agreeable to the Company and the GTCR Purchasers.
(c) At the Initial Closing and each Subsequent Closing, the Company
shall deliver to each Purchaser stock certificates evidencing the Stock to be
purchased by such Purchaser at such Closing, registered in such Purchaser's
name, upon payment of the purchase price thereof by a cashier's or certified
check, or by wire transfer of immediately available funds to such account as
designated by the Company.
Section 2. CONDITIONS OF EACH PURCHASER'S OBLIGATION AT THE INITIAL
CLOSING AND SUBSEQUENT CLOSING. The obligation of each Purchaser to purchase and
pay for the Stock to be purchased by it at the Initial Closing is subject to the
satisfaction as of the Initial Closing of the following conditions (other than
SECTION 2K) and the obligation of each Purchaser to purchase and pay for the
Stock to be purchased by it at each Subsequent Closing is subject to the
satisfaction as of such Subsequent Closing of the conditions set forth in
SECTION 2K:
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2A. REPRESENTATIONS AND WARRANTIES; COVENANTS. The representations
and warranties contained in SECTION 5 hereof shall be true and correct at and as
of the Initial Closing as though then made, except to the extent of changes
caused by the transactions expressly contemplated herein, and the Company shall
have performed in all material respects all of the covenants required to be
performed by it hereunder prior to the Initial Closing.
2B. CERTIFICATE OF INCORPORATION. The Company's certificate of
incorporation (the "CERTIFICATE OF INCORPORATION") shall include the provisions
set forth in EXHIBIT A hereto, shall be in full force and effect under the laws
of Delaware as of the Initial Closing and shall not have been amended or
modified
2C. SENIOR MANAGEMENT AGREEMENTS. The Company and DigitalNet, Inc., a
Delaware corporation ("DIGITALNET"), shall have entered into a senior management
agreements with each of Bajaj and Pearlstein (collectively, the "EXECUTIVES"),
in form and substance substantially similar to EXHIBITS B-1 AND B-2,
respectively, attached hereto (the "SENIOR MANAGEMENT AGREEMENTS"), the Senior
Management Agreements shall not have been amended or modified and shall be in
full force and effect as of the Initial Closing, and the Executives shall have
purchased the Stock proposed to be purchased by them thereunder.
2D. STOCKHOLDERS AGREEMENT. The Company and the Purchasers shall have
entered into a stockholders agreement in form and substance substantially
similar to EXHIBIT C attached hereto (the "STOCKHOLDERS AGREEMENT"), and the
Stockholders Agreement shall be in full force and effect as of the Initial
Closing.
2E. REGISTRATION AGREEMENT. The Company and the Purchasers shall have
entered into a registration agreement in form and substance substantially
similar to EXHIBIT D attached hereto (the "REGISTRATION AGREEMENT"), and the
Registration Agreement shall be in full force and effect as of the Initial
Closing.
2F. PROFESSIONAL SERVICES AGREEMENT. DigitalNet and GTCR Golder
Rauner, L.L.C., a Delaware limited liability company ("GTCR"), shall have
entered into a professional services agreement in form and substance
substantially similar to EXHIBIT E attached hereto (the "PROFESSIONAL SERVICES
AGREEMENT"), and the Professional Services Agreement shall be in full force and
effect as of the Initial Closing.
2G. CLOSING DOCUMENTS. The Company shall have delivered to the
Purchasers all of the following documents:
(a) an Officer's Certificate, dated the date of the Initial Closing,
stating that the conditions specified in SECTION 1 and SECTIONS 2A through 2F,
inclusive, have been fully satisfied;
(b) certified copies of the resolutions duly adopted by the Board
authorizing the execution, delivery and performance of this Agreement, the
Certificate of Incorporation, the Senior Management Agreements, the Stockholders
Agreement, the Professional Services
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Agreement, the Registration Agreement and each of the other agreements
contemplated hereby (the "TRANSACTION DOCUMENTS"), the issuance and sale of the
Stock and the consummation of all other transactions contemplated by this
Agreement; and
(c) certified copies of the Certificate of Incorporation and the
Company's bylaws, each as in effect at the Initial Closing.
2H. INVESTMENT COMMITTEE APPROVAL. The GTCR Purchasers shall have
received approval from their investment committee to consummate the transactions
set forth herein.
2I. FEES AND EXPENSES. The Company shall have reimbursed each
Purchaser for its fees and expenses as provided in SECTION 7A hereof prior to or
concurrent with Initial Closing.
2J. COMPLIANCE WITH APPLICABLE LAWS. The purchase of Stock by the
Purchasers hereunder shall not be prohibited by any applicable law or
governmental regulation, shall not subject any Purchaser to any penalty,
liability or, in each Purchaser's sole judgment, other onerous conditions under
or pursuant to any applicable law or governmental regulation, and shall be
permitted by laws and regulations of the jurisdictions to which such Purchaser
is subject.
2K. CONDITIONS TO SUBSEQUENT CLOSINGS. The obligation of each
Purchaser to purchase and pay for the Common Stock and/or Class A Preferred at
any Subsequent Closing is subject to the satisfaction as of the Subsequent
Closing of the following conditions:
(a) REPRESENTATIONS AND WARRANTIES; COVENANTS. The representations
and warranties contained in SECTION 5 hereof (the "SECTION 5 REPRESENTATIONS")
and any other representations and warranties requested by the GTCR Purchasers
shall be true and correct at and as of such Subsequent Closing as though then
made, except in the case of the Section 5 Representations to the extent of
changes caused by the transactions expressly contemplated herein or by the other
Transaction Documents and except for changes occurring in the ordinary course of
the Company's and its Subsidiaries businesses which have not had a Material
Adverse Effect.
(b) CONSENTS AND APPROVALS. The Company shall have received or
obtained all governmental, regulatory and third party consents and approvals
necessary for the consummation of the transactions contemplated hereby.
(c) COMPLIANCE WITH APPLICABLE LAWS. The purchase of the Common Stock
and/or Class A Preferred by each Purchaser at such Subsequent Closing shall not
be prohibited by any applicable law or governmental regulation, shall not
subject such Purchaser to any penalty, liability or, in such Purchaser's sole
discretion, other onerous conditions under any governmental approval or consent
obtained in connection with the transactions contemplated hereby, and shall be
permitted by laws and regulations of the jurisdictions to which such
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Purchaser is subject.
(d) NO MATERIAL ADVERSE CHANGE. Since the Initial Closing, there
shall have been no change resulting in a Material Adverse Effect.
(e) FEES AND EXPENSES. The Company shall have reimbursed each
Purchaser for its fees and expenses as provided in SECTION 7A hereof prior to or
concurrent with such Subsequent Closing.
(f) SUBSEQUENT CLOSING DOCUMENTS. The Company shall have delivered to
each Purchaser all of the documents relating to the transactions contemplated by
this Agreement as the GTCR Purchasers or their counsel may reasonably request.
2L. WAIVER. Any condition specified in this SECTION 2 may be waived
only if such waiver is set forth in a writing executed by the GTCR Purchasers.
Section 3. COVENANTS.
3A. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Company shall
deliver to each Purchaser (so long as such Purchaser holds any Stock) and to
each holder of at least 15% of the Investor Preferred issued hereunder and each
holder of at least 15% of the Investor Common issued hereunder:
(a) as soon as available but in any event within 30 days after the
end of each monthly accounting period in each fiscal year, unaudited
consolidating and consolidated statements of income and cash flows of the
Company and its Subsidiaries for such monthly period and for the period from the
beginning of the fiscal year to the end of such month, and consolidating and
consolidated balance sheets of the Company and its Subsidiaries as of the end of
such monthly period, all prepared in accordance with generally accepted
accounting principles, consistently applied, subject to the absence of footnote
disclosures and to normal year-end adjustments;
(b) accompanying the financial statements referred to in (i) above,
an Officer's Certificate stating that neither the Company nor any of its
Subsidiaries is in default under any of its material agreements or, if any such
default exists, specifying the nature and period of existence thereof and what
actions the Company and its Subsidiaries have taken and propose to take with
respect thereto;
(c) within 120 days after the end of each fiscal year, consolidating
and consolidated statements of income and cash flows of the Company and its
Subsidiaries for such fiscal year, and consolidating and consolidated balance
sheets of the Company and its Subsidiaries as of the end of such fiscal year,
setting forth in each case comparisons to the annual budget and to the preceding
fiscal year, all prepared in accordance with generally accepted accounting
principles, consistently applied, and accompanied by (a) with respect to the
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consolidated portions of such statements (except with respect to budget data),
an opinion containing no exceptions or qualifications (except for qualifications
regarding specified contingent liabilities) of an independent accounting firm of
recognized national standing acceptable to the Majority Holders and (b) a copy
of such firm's annual management letter to the Board;
(d) promptly upon receipt thereof, any additional reports, management
letters or other detailed information concerning significant aspects of the
Company's operations or financial affairs given to the Company by its
independent accountants (and not otherwise contained in other materials provided
hereunder);
(e) at least 30 days prior to the beginning of each fiscal year, an
annual budget prepared on a monthly basis for the Company and its Subsidiaries
for such fiscal year (displaying anticipated statements of income and cash
flows), and promptly upon preparation thereof any other significant budgets
prepared by the Company and any revisions of such annual or other budgets, and
within 30 days after any monthly period in which there is a material adverse
deviation from the annual budget, an Officer's Certificate explaining the
deviation and what actions the Company has taken and proposes to take with
respect thereto;
(f) promptly (but in any event within five business days) after the
discovery or receipt of notice of any default under any material agreement to
which it or any of its Subsidiaries is a party or any other event or
circumstance affecting the Company or any Subsidiary which is reasonably likely
to have a material adverse effect on the financial condition, operating results,
assets, operations or business prospects of the Company or any Subsidiary
(including the filing of any material litigation against the Company or any
Subsidiary or the existence of any material dispute with any Person which
involves a reasonable likelihood of such litigation being commenced), an
Officer's Certificate specifying the nature and period of existence thereof and
what actions the Company and its Subsidiaries have taken and propose to take
with respect thereto;
(g) with reasonable promptness, such other information and financial
data concerning the Company and its Subsidiaries as any Person entitled to
receive information under this SECTION 3A may reasonably request; and
(h) copies of all financial statements, proxy statements, reports and
any other general written communications which the Company sends to its
stockholders, and copies of all registration statements and all regular, special
or periodic reports which it files, or any of its officers or directors file
with respect to the Company, with the Securities and Exchange Commission or with
any securities exchange on which any of its securities are then listed, and
copies of all press releases and other statements made available generally by
the Company to the public concerning material developments in the Company's and
its Subsidiaries' businesses.
Each of the financial statements referred to in subsections (a) and (c) shall be
true and correct in all material respects as of the dates and for the periods
stated therein, subject in the case of the
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unaudited financial statements to changes resulting from normal year-end audit
adjustments (none of which would, alone or in the aggregate, be materially
adverse to the financial condition, operating results, assets, operations or
business prospects of the Company and its Subsidiaries taken as a whole).
3B. INSPECTION OF PROPERTY. The Company shall permit any
representatives designated by any GTCR Purchaser (so long as such Purchaser
holds any Stock) or any holder of at least 15% of the outstanding Investor
Preferred or at least 15% of the outstanding Investor Common, upon reasonable
notice and during normal business hours and such other times as any such holder
may reasonably request, to (i) visit and inspect any of the properties of the
Company and its Subsidiaries, (ii) examine the corporate and financial records
of the Company and its Subsidiaries and make copies thereof or extracts
therefrom and (iii) discuss the affairs, finances and accounts of any such
corporations with the directors, officers, key employees and independent
accountants of the Company and its Subsidiaries; provided that the Company shall
have the right to have its chief financial officer present at any meetings with
the Company's independent accountants.
3C. RESTRICTIONS. The Company shall not, without the prior written
consent of the Majority Holders:
(a) directly or indirectly declare or pay any dividends or make any
distributions upon any of its equity securities, other than payments of
dividends on, or redemption payments in respect of, the Class A Preferred
pursuant to the Certificate of Incorporation or repurchases pursuant to the
Senior Management Agreements;
(b) except as expressly contemplated by the Senior Management
Agreements, directly or indirectly redeem, purchase or otherwise acquire, or
permit any Subsidiary to redeem, purchase or otherwise acquire, any of the
Company's equity securities (including, without limitation, warrants, options
and other rights to acquire equity securities) other than redemptions of Class A
Preferred pursuant to the Company's Certificate of Incorporation;
(c) except as expressly contemplated by this Agreement or the Senior
Management Agreements, authorize, issue, sell or enter into any agreement
providing for the issuance (contingent or otherwise), or permit any Subsidiary
to authorize, issue, sell or enter into any agreement providing for the issuance
(contingent or otherwise) of, (a) any notes or debt securities containing equity
features (including, without limitation, any notes or debt securities
convertible into or exchangeable for equity securities, issued in connection
with the issuance of equity securities or containing profit participation
features) or (b) any equity securities (or any securities convertible into or
exchangeable for any equity securities) or rights to acquire any equity
securities, other than the issuance of equity securities by a Subsidiary to the
Company or another Subsidiary;
(d) make, or permit any Subsidiary to make, any loans or advances to,
guarantees for the benefit of, or Investments in, any Person, except for (A)
intercompany transactions between the Company and a Subsidiary, (B) reasonable
advances to employees in
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the ordinary course of business as well as travel advances, (C) trade credit
extended to customers in the ordinary course of business and (D) Investments
having a stated maturity no greater than one year from the date the Company
makes such Investment in (1) obligations of the United States government or any
agency thereof or obligations guaranteed by the United States government, (2)
certificates of deposit of commercial banks having combined capital and surplus
of at least $50 million, (3) commercial paper with a rating of at least
"Prime-1" by Moody's Investors Service, Inc. or (4) money market accounts
investing in any of the foregoing or in substantially similar investments;
(e) merge or consolidate with any Person or permit any Subsidiary to
merge or consolidate with any Person (other than a wholly owned Subsidiary);
(f) sell, lease or otherwise dispose of, or permit any Subsidiary to
sell, lease or otherwise dispose of, more than 5% of the consolidated assets of
the Company and its Subsidiaries (computed on the basis of book value,
determined in accordance with generally accepted accounting principles
consistently applied, or fair market value, determined by the Board in its
reasonable good faith judgment) in any transaction or series of related
transactions (other than sales of inventory in the ordinary course of business);
(g) liquidate, dissolve or effect a recapitalization or
reorganization in any form of transaction (including, without limitation, any
reorganization into a limited liability company, a partnership or any other
non-corporate entity which is treated as a partnership for federal income tax
purposes);
(h) acquire, or permit any Subsidiary to acquire, any interest in any
business (whether by a purchase of assets, purchase of stock, merger or
otherwise), or enter into any joint venture;
(i) enter into, or permit any Subsidiary to enter into, the
ownership, active management or operation of any business other than an
information technology services consulting business;
(j) enter into, or permit any Subsidiary to enter into, any
transaction with any of its or any Subsidiary's officers, directors, employees
or Affiliates or any individual related by blood, marriage or adoption to any
such Person or any entity in which any such Person or individual owns a
beneficial interest, except for normal employment arrangements and benefit
programs on reasonable terms, and for leases in the ordinary course of business,
and except as otherwise expressly contemplated by this Agreement and the Senior
Management Agreements;
(k) become subject to, or permit any of its Subsidiaries to become
subject to, any agreement or instrument which by its terms would (under any
circumstances) restrict (A) the right of any Subsidiary to make loans or
advances or pay dividends to, transfer property to, or repay any Indebtedness
owed to, the Company or any Subsidiary or (B) the Company's right to perform the
provisions of this Agreement, the Certificate of Incorporation, the Company's
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bylaws or the other Transaction Documents;
(l) except as expressly contemplated by this Agreement, make any
amendment to the Certificate of Incorporation or the Company's bylaws, or file
any resolution of the Board with the Secretary of the State of Delaware; or
(m) create, incur, assume or suffer to exist, or permit any
Subsidiary to create, incur, assume or suffer to exist, Indebtedness exceeding
the amounts approved therefor by the Board in the annual budget.
3D. AFFIRMATIVE COVENANTS. So long as any Purchaser holds any Stock,
the Company shall, and shall cause each Subsidiary to:
(a) comply with all applicable laws, rules and regulations of all
governmental authorities, the violation of which would reasonably be expected to
have a Material Adverse Effect and pay and discharge when payable all taxes,
assessments and governmental charges (except to the extent the same are being
contested in good faith and adequate reserves therefor have been established);
and
(b) enter into and maintain appropriate nondisclosure and noncompete
agreements with its key employees.
3E. CURRENT PUBLIC INFORMATION. At all times after the Company has
filed a registration statement with the Securities and Exchange Commission
pursuant to the requirements of either the Securities Act or the Securities
Exchange Act, the Company shall file all reports required to be filed by it
under the Securities Act and the Securities Exchange Act and the rules and
regulations adopted by the Securities and Exchange Commission thereunder and
shall take such further action as any holder or holders of Restricted Securities
may reasonably request, all to the extent required to enable such holders to
sell Restricted Securities pursuant to (i) Rule 144 adopted by the Securities
and Exchange Commission under the Securities Act (as such rule may be amended
from time to time) or any similar rule or regulation hereafter adopted by the
Securities and Exchange Commission or (ii) a registration statement on Form S-2
or S-3 or any similar registration form hereafter adopted by the Securities and
Exchange Commission. Upon request, the Company shall deliver to any holder of
Restricted Securities a written statement as to whether it has complied with
such requirements.
3F. AMENDMENT OF OTHER AGREEMENTS. The Company shall not amend,
modify or waive any provision of the Senior Management Agreements or any other
agreement with key executives of the Company without the prior written consent
of the Majority Holders. The Company shall enforce the provisions of the Senior
Management Agreements and any other agreement with key executives of the Company
and shall exercise all of its rights and remedies thereunder (including, without
limitation, any repurchase options and first refusal rights) unless it is
otherwise directed by the Majority Holders.
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3G. PUBLIC DISCLOSURES. The Company shall not, nor shall it permit
any Subsidiary to, disclose a Purchaser's or any of its Affiliates' name or
identity as an investor in the Company in any press release or other public
announcement or in any document or material filed with any governmental entity,
without the prior written consent of such Purchaser, unless such disclosure is
required by applicable law or governmental regulations or by order of a court of
competent jurisdiction, in which case prior to making such disclosure the
Company shall give written notice to such Purchaser describing in reasonable
detail the proposed content of such disclosure and shall permit such Purchaser
to review and comment upon the form and substance of such disclosure.
3H. UNRELATED BUSINESS TAXABLE INCOME. The Company shall not engage
in any transaction which is reasonably likely to cause GTCR Fund VII or any of
its limited partners which are exempt from income taxation under Section 501(a)
of the IRC and, if applicable, any pension plan that any such trust may be a
part of, to recognize unrelated business taxable income as defined in Section
512 and Section 514 of the IRC.
3I. HART-SCOTT-RODINO COMPLIANCE. In connection with any transaction
in which the Company is involved (a "TRANSACTION") which is required to be
reported under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended from time to time (the "HSR ACT"), the Company shall prepare and file
all documents with the Federal Trade Commission and the United States Department
of Justice which may be required to comply with the HSR Act, and shall promptly
furnish all materials thereafter requested by any of the regulatory agencies
having jurisdiction over such filings, in connection with a Transaction. The
Company shall take all reasonable actions and shall file and use reasonable best
efforts to have declared effective or approved all documents and notifications
with any governmental or regulatory bodies, as may be necessary or may
reasonably be requested under federal antitrust laws for the consummation of the
Transaction. Notwithstanding the foregoing, if GTCR Fund VII, rather than the
Company, is required to make a filing under the HSR Act in connection with a
Transaction, the Company will provide to GTCR Fund VII all necessary information
for such filing, will facilitate such filing and will pay all fees associated
with such filing.
3J. STOCK OPTION PLAN. Upon the request of the Board, the Company
will establish a customary stock option plan for employees, directors and
consultants of the Company and its Subsidiaries. The number of shares available
for such plan shall be equal to 987,328 shares of Common Stock.
Section 4. TRANSFER OF RESTRICTED SECURITIES.
(a) Restricted Securities are transferable only pursuant to (i)
public offerings registered under the Securities Act, (ii) Rule 144 of the
Securities and Exchange Commission (or any similar rule or rules then in force)
if such rule or rules are available and (iii) subject to the conditions
specified in CLAUSE (B) below, any other legally available means of transfer.
(b) In connection with the transfer of any Restricted Securities
(other than a
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transfer described in SECTIONS 4(a)(i) or (ii) above), the holder thereof shall
deliver written notice to the Company describing in reasonable detail the
transfer or proposed transfer, together with an opinion of Kirkland & Ellis or
other counsel which (to the Company's reasonable satisfaction) is knowledgeable
in securities law matters to the effect that such transfer of Restricted
Securities may be effected without registration of such Restricted Securities
under the Securities Act. In addition, if the holder of the Restricted
Securities delivers to the Company an opinion of Kirkland & Ellis or such other
counsel that no subsequent transfer of such Restricted Securities shall require
registration under the Securities Act, the Company shall promptly upon such
contemplated transfer deliver new certificates for such Restricted Securities
which do not bear the Securities Act legend set forth in SECTION 7C. If the
Company is not required to deliver new certificates for such Restricted
Securities not bearing such legend, the holder thereof shall not transfer the
same until the prospective transferee has confirmed to the Company in writing
its agreement to be bound by the conditions contained in this Section and
SECTION 7C.
(c) Upon the request of any Purchaser, the Company shall promptly
supply to such Purchaser or its prospective transferees all information
regarding the Company required to be delivered in connection with a transfer
pursuant to Rule 144A of the Securities and Exchange Commission.
Section 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As a
material inducement to the Purchasers to enter into this Agreement and purchase
the Stock, the Company hereby represents and warrants to the Purchasers that:
5A. ORGANIZATION AND CORPORATE POWER. The Company is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and is qualified to do business in every jurisdiction in which the failure to so
qualify might reasonably be expected to have a Material Adverse Effect. The
Company has all requisite corporate power and authority and all material
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses as now conducted and presently proposed
to be conducted and to carry out the transactions contemplated by this
Agreement. The copies of the Company's Certificate of Incorporation and bylaws
which have been furnished to the Purchasers' counsels reflect all amendments
made thereto at any time prior to the date of this Agreement and are correct and
complete.
5B. CAPITAL STOCK AND RELATED MATTERS.
(a) As of the Initial Closing and immediately thereafter, the
authorized capital stock of the Company shall consist of 54,948,353 shares of
Stock, of which 96,790 shares shall be designated as Class A Preferred, and
96,790 of which shall be reserved for issuance to the Purchasers pursuant to
SECTIONS 1B(b), 1C(b) AND 1D(b) hereof, and of which 54,851,563 shares shall be
designated as Common Stock (16,031,022 of which shall be issued and outstanding,
24,657,082 of which shall be reserved for issuance to the Purchasers pursuant to
SECTIONS 1B(b), 1C(b) AND 1D(b) hereof, 13,176,129 of which shall be reserved
for issuances to the Executives pursuant to the Senior Management Agreements and
987,328 of which shall be reserved for
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issuances upon exercise of options granted by the Company). As of the Initial
Closing, the Company shall not have outstanding any stock or securities
convertible or exchangeable for any shares of its capital stock or containing
any profit participation features, nor shall it have outstanding any rights or
options to subscribe for or to purchase its capital stock or any stock or
securities convertible into or exchangeable for its capital stock or any stock
appreciation rights or phantom stock plans other than pursuant to and as
contemplated by this Agreement, the Senior Management Agreements and the
Company's Certificate of Incorporation. As of the Initial Closing, the Company
shall not be subject to any obligation (contingent or otherwise) to repurchase
or otherwise acquire or retire any shares of its capital stock or any warrants,
options or other rights to acquire its capital stock, except pursuant to this
Agreement, the Senior Management Agreements and the Company's Certificate of
Incorporation. As of the Initial Closing, all of the outstanding shares of the
Company's capital stock shall be validly issued, fully paid and nonassessable.
(b) There are no statutory or, to the best of the Company's
knowledge, contractual stockholders preemptive rights or rights of refusal with
respect to the issuance of the Stock hereunder or the issuance of the Stock
pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b), except as expressly contemplated in
the Stockholders Agreement or provided herein . Based in part on the investment
representations of the Purchasers in SECTION 7C hereof and of the Executives in
Section 1(e) of the Senior Management Agreements, the Company has not violated
any applicable federal or state securities laws in connection with the offer,
sale or issuance of any of its capital stock, and the offer, sale and issuance
of the Stock hereunder and pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b) hereof do
not and will not require registration under the Securities Act or any applicable
state securities laws. To the best of the Company's knowledge, there are no
agreements between the Company's stockholders with respect to the voting or
transfer of the Company's capital stock or with respect to any other aspect of
the Company's affairs, except for the Stockholders Agreement, the Senior
Management Agreements and the Registration Agreement.
5C. SUBSIDIARIES; INVESTMENTS. DigitalNet is the Company's only
Subsidiary. DigitalNet is duly organized, validly existing and in good standing
under the laws of Delaware, possesses all requisite corporate power and
authority and all material licenses, permits and authorizations necessary to own
its properties and to carry on its businesses as now being conducted and as
presently proposed to be conducted and is qualified to do business in every
jurisdiction in which the failure to so qualify might reasonably be expected to
have a Material Adverse Effect. All of the outstanding shares of capital stock
of DigitalNet are validly issued, fully paid and non-assessable, and all such
shares are owned by the Company free and clear of any lien and not subject to
any option or right to purchase any such shares. Neither the Company nor
DigitalNet owns or holds the right to acquire any shares of stock or any other
security or interest in any other Person.
5D. AUTHORIZATION; NO BREACH. The execution, delivery and performance
of this Agreement, the Senior Management Agreements, the Stockholders Agreement,
the Registration Agreement, the Professional Services Agreement and all other
agreements
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contemplated hereby to which the Company is a party have been duly authorized by
the Company. This Agreement, the Senior Management Agreements, the Stockholders
Agreement, the Registration Agreement, the Professional Services Agreement, the
Certificate of Incorporation and all other agreements contemplated hereby each
constitutes a valid and binding obligation of the Company, enforceable in
accordance with its terms, except to the extent that enforceability may be
limited by bankruptcy, insolvency or other similar laws affecting creditors'
rights generally. The execution and delivery by the Company of this Agreement,
the Senior Management Agreements, the Stockholders Agreement, the Registration
Agreement, the Professional Services Agreement and all other agreements
contemplated hereby to which the Company is a party, the offering, sale and
issuance of the Stock hereunder and pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b)
and the fulfillment of and compliance with the respective terms hereof and
thereof by the Company do not and will not (i) conflict with or result in a
breach of the terms, conditions or provisions of, (ii) constitute a default
under, (iii) result in the creation of any lien, security interest, charge or
encumbrance upon the Company's capital stock or assets pursuant to, (iv) give
any third party the right to modify, terminate or accelerate any obligation
under, (v) result in a violation of, or (vi) require any authorization, consent,
approval, exemption or other action by or notice to any court or administrative
or governmental body pursuant to, the Certificate of Incorporation or bylaws of
the Company, or any law, statute, rule or regulation to which the Company is
subject, or any agreement, instrument, order, judgment or decree to which the
Company is a party or by which it is bound.
5E. CONDUCT OF BUSINESS; LIABILITIES. Other than the negotiation,
execution and delivery of this Agreement, the Senior Management Agreements, the
Stockholders Agreement, the Registration Agreement, the Professional Services
Agreement and the other agreements contemplated hereby and thereby, prior to the
Initial Closing, the Company has not (i) conducted any business, (ii) incurred
any expenses, obligations or liabilities (whether accrued, absolute, contingent,
unliquidated or otherwise, whether or not known to the Company and whether due
or to become due and regardless of when asserted), (iii) owned any assets, (iv)
entered into any contracts or agreements or (v) violated any laws or
governmental rules or regulations.
5F. LITIGATION, ETC. There are no actions, suits, proceedings,
orders, investigations or claims pending or, to the best of the Company's
knowledge, threatened against or affecting the Company (or to the best of the
Company's knowledge, pending or threatened against or affecting any of the
officers, directors or employees of the Company with respect to their businesses
or proposed business activities) at law or in equity, or before or by any
governmental department, commission, board, bureau, agency or instrumentality
with respect to the transactions contemplated by this Agreement.
5G. BROKERAGE. Except as provided in the Professional Services
Agreement, there are no claims for brokerage commissions, finders, fees or
similar compensation in connection with the transactions contemplated by this
Agreement based on any arrangement or agreement binding upon the Company. The
Company shall pay, and hold each Purchaser harmless against, any liability, loss
or expense (including, without limitation, attorneys, fees and
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out-of-pocket expenses) arising in connection with any such claim.
5H. GOVERNMENTAL CONSENT, ETC. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the
Company of this Agreement or the other agreements contemplated hereby, or the
consummation by the Company of any other transactions contemplated hereby or
thereby.
5I. DISCLOSURE. Neither this Agreement nor any of the schedules,
attachments, written statements, documents, certificates or other items prepared
or supplied to the Purchasers by or on behalf of the Company with respect to the
transactions contemplated hereby contain any untrue statement of a material fact
or omit a material fact necessary to make each statement contained herein or
therein not misleading. There is no fact which the Company has not disclosed to
the Purchasers in writing and of which any of its officers, directors or
executive employees is aware and which has had or might reasonably be
anticipated to have a material adverse effect upon the existing or expected
financial condition, operating results, assets, customer or supplier relations,
employee relations or business prospects of the Company.
5J. CLOSING DATE. The representations and warranties of the Company
contained in this SECTION 5 and elsewhere in this Agreement and all information
contained in any exhibit, schedule or attachment hereto or in any writing
delivered by, or on behalf of, the Company to the Purchasers shall be true and
correct in all material respects on the date of the Initial Closing as though
then made, except as affected by the transactions expressly contemplated by this
Agreement.
Section 6. DEFINITIONS. For the purposes of this Agreement, the
following terms have the meanings set forth below:
"AFFILIATE" of any Person means any other Person, directly, or
indirectly through one or more intermediaries that is controlling, controlled by
or under common control with such Person, where "control" means the possession,
directly or indirectly, of the power to direct the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise. For purposes of this Agreement, (i) all holdings of Class A Preferred
and Common Stock by Persons who are Affiliates of each other shall be aggregated
for purposes of meeting any threshold tests under this Agreement, and (ii) each
Bajaj Purchaser shall be deemed to be an Affiliate of each other Bajaj
Purchaser.
"INDEBTEDNESS" means all indebtedness for borrowed money (including
purchase money obligations) maturing one year or more from the date of creation
or incurrence thereof or renewable or extendible at the option of the debtor to
a date one year or more from the date of creation or incurrence thereof, all
indebtedness under revolving credit arrangements extending over a year or more,
all capitalized lease obligations and all guarantees of any of the foregoing.
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"INVESTOR COMMON" means (i) the Common Stock issued hereunder
(including, without limitation, pursuant to SECTION 1B(b), 1C(b) AND 1D(b)) and
(ii) any Common Stock issued or issuable with respect to the Common Stock
referred to in clause (i) above by way of stock dividends or stock splits or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization. As to any particular shares of Investor Common, such
shares shall cease to be Investor Common when they have been (a) effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering them or (b) distributed to the public through a
broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or
any similar rule then in force).
"INVESTOR PREFERRED" means (i) the Class A Preferred issued hereunder
(including, without limitation, pursuant to SECTION 1B(b), 1C(b) AND 1D(b)) and
(ii) any Class A Preferred issued or issuable with respect to the Class A
Preferred referred to in clause (i) above by way of stock dividends or stock
splits or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. As to any particular shares of Investor
Preferred, such shares shall cease to be Investor Preferred when they have been
(a) effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them or (b) distributed to
the public through a broker, dealer or market maker pursuant to Rule 144 under
the Securities Act (or any similar rule then in force).
"INVESTOR STOCK" means the Investor Preferred and the Investor Common.
"INVESTMENT" as applied to any Person means (i) any direct or indirect
purchase or other acquisition by such Person of any notes, obligations,
instruments, stock, securities or ownership interest (including partnership
interests and joint venture interests) of any other Person and (ii) any capital
contribution by such Person to any other Person.
"IRC" means the Internal Revenue Code of 1986, as amended, and any
reference to any particular IRC Section shall be interpreted to include any
revision of or successor to that Section regardless of how numbered or
classified.
"MAJORITY HOLDERS" means the holders of a majority of the Investor
Preferred or, if no Investor Preferred is outstanding, the holders of a majority
of the Investor Common.
"MATERIAL ADVERSE EFFECT" means a material adverse effect upon the
financial condition, operating results, assets, operations or business prospects
of the Company and its Subsidiaries, taken as a whole.
"NON-ACQUISITION EXPENSES" means the costs and expenses, including
expenditures required to be capitalized on a balance sheet prepared in
accordance with GAAP, incurred by the Company other than in connection with
acquisitions, and other related costs and expenses (other than the Management
Fee payable pursuant to Section 5 of the Professional Services Agreement).
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"OFFICER'S CERTIFICATE" means a certificate signed by the Company's
president or its chief financial officer, stating that (i) the officer signing
such certificate has made or has caused to be made such investigations as are
necessary in order to permit him to verify the accuracy of the information set
forth in such certificate and (ii) to the best of such officer's knowledge, such
certificate does not misstate any material fact and does not omit to state any
fact necessary to make the certificate not misleading.
"PERSON" means an individual, a partnership, a limited liability
company, a corporation, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"RESTRICTED SECURITIES" means (i) the Stock issued hereunder and
pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b) hereof and (ii) any securities
issued with respect to the securities referred to in clause (i) above by way of
a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Restricted Securities, such securities shall cease to be Restricted
Securities when they have (a) been effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
(b) become eligible for sale pursuant to Rule 144(k) (or any similar provision
then in force) under the Securities Act or (c) been otherwise transferred and
new certificates for them not bearing the Securities Act legend set forth in
SECTION 7C have been delivered by the Company in accordance with SECTION 4(b).
Whenever any particular securities cease to be Restricted Securities, the holder
thereof shall be entitled to receive from the Company, without expense, new
securities of like tenor not bearing a Securities Act legend of the character
set forth in SECTION 7C.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, or any similar federal law then in force.
"SECURITIES AND EXCHANGE COMMISSION" includes any governmental body or
agency succeeding to the functions thereof.
"SUBSIDIARY" means any corporation of which the securities having a
majority of the ordinary voting power in electing the board of directors are, at
the time as of which any determination is being made, owned by the Company
either directly or through one or more Subsidiaries.
Section 7. MISCELLANEOUS.
7A. EXPENSES. The Company agrees to pay, and hold each Purchaser and
all holders of Investor Stock harmless against liability for the payment of, (i)
the reasonable fees and expenses of their counsel arising in connection with the
negotiation and execution of this Agreement and the consummation of the
transactions contemplated by this Agreement
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(including, without limitation, fees and expenses arising with respect to any
subsequent purchase of Stock pursuant to SECTIONS 1B(b), 1C(b) AND 1D(b)
hereof), (ii) the fees and expenses incurred with respect to any amendments or
waivers (whether or not the same become effective) under or in respect of this
Agreement, the Senior Management Agreements, the Stockholders Agreement, the
Registration Agreement, the Professional Services Agreement, the other
agreements contemplated hereby and the Certificate of Incorporation and the
Company's bylaws, (iii) stamp and other taxes which may be payable in respect of
the execution and delivery of this Agreement or the issuance, delivery or
acquisition of any shares of Stock purchased hereunder or in accordance with
SECTIONS 1B(b), 1C(b) AND 1D(b) hereof, (iv) the fees and expenses incurred with
respect to the interpretation or enforcement of the rights granted under this
Agreement, the Senior Management Agreements, the Stockholders Agreement, the
Registration Agreement, the Professional Services Agreement, the other
agreements contemplated hereby and the Certificate of Incorporation and the
Company's bylaws and (v) such reasonable travel expenses, legal fees and other
out-of-pocket fees and expenses as have been or may be incurred by the
Purchasers, their Affiliates and their Affiliates' directors, officers and
employees in connection with any Company-related financing and in connection
with the rendering of any other services by the Purchasers or their Affiliates
(including, but not limited to, fees and expenses incurred in attending board of
directors or other Company-related meetings).
7B. REMEDIES. Each holder of Investor Stock shall have all rights and
remedies set forth in this Agreement and the Certificate of Incorporation and
all rights and remedies which such holders have been granted at any time under
any other agreement or contract and all of the rights which such holders have
under any law. Any Person having any rights under any provision of this
Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law.
7C. PURCHASERS' INVESTMENT REPRESENTATIONS. Each Purchaser hereby
represents (i) that it is acquiring the Restricted Securities purchased
hereunder or acquired pursuant hereto for its own account with the present
intention of holding such securities for purposes of investment, and that it has
no intention of selling such securities in a public distribution in violation of
the federal securities laws or any applicable state securities laws, (ii) that
it is an "accredited investor" and a sophisticated investor for purposes of
applicable U.S. federal and state securities laws and regulations, (iii) that
this Agreement and each of the other agreements contemplated hereby constitutes
(or will constitute) the legal, valid and binding obligation of each Purchaser,
enforceable in accordance with its terms, except to the extent that
enforceability may be limited by bankruptcy, insolvency or other similar laws
affecting creditors' rights generally and (iv) that the execution, delivery and
performance of this Agreement and such other agreements by such Purchaser does
not and will not conflict with, violate or cause a breach of any agreement,
contract or instrument to which such purchaser is subject. Notwithstanding the
foregoing, nothing contained herein shall prevent such Purchaser and subsequent
holders of Restricted Securities from transferring such securities in compliance
with the provisions of SECTION 4 hereof. Each certificate for Restricted
Securities shall be imprinted with a legend in substantially the following form:
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"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF
SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND
CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE
THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH
CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF
UPON WRITTEN REQUEST AND WITHOUT CHARGE."
7D. CONSENT TO AMENDMENTS. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Majority Holders. Notwithstanding the foregoing sentence, in the event that such
modification, amendment or waiver would adversely affect a Purchaser or group
Purchasers in a manner different than any other Purchaser or group of
Purchasers, then such amendment or waiver will require the consent of such
Purchaser or a majority of the Investor Preferred held by such group of
Purchasers adversely affected. In addition, any amendment to SECTIONS 1C OR 1E
hereof shall require the written consent of the Bajaj Purchasers and any
amendment to SECTIONS 1D OR 1E hereof shall require the written consent of the
Pearlstein Purchaser. No other course of dealing between the Company and the
holder of any Stock or any delay in exercising any rights hereunder or under the
Certificate of Incorporation shall operate as a waiver of any rights of any such
holders. For purposes of this Agreement, shares of Stock held by the Company or
any Subsidiaries shall not be deemed to be outstanding.
7E. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by the Purchasers or on their behalf, and in the case of
representations and warranties contained herein or made in writing in connection
with the Initial Closing, shall terminate on the second anniversary of this
Agreement, and in the case of representations and warranties contained herein or
made in writing in connection with any Subsequent Closing, shall terminate on
the second anniversary of the date of such Subsequent Closing.
7F. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties
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<Page>
hereto shall bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. In addition, and
whether or not any express assignment has been made, the provisions of this
Agreement which are for the Purchasers' benefit as a purchaser or holder of
Stock are also for the benefit of, and enforceable by, any subsequent holder of
such Stock. The rights and obligations of each GTCR Purchaser under this
Agreement and the agreements contemplated hereby may be assigned by such GTCR
Purchaser at any time, in whole or in part, to any investment fund managed by
GTCR Golder Rauner, L.L.C., or any successor thereto.
7G. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. Where any accounting
determination or calculation is required to be made under this Agreement or the
exhibits hereto, such determination or calculation (unless otherwise provided)
shall be made in accordance with generally accepted accounting principles,
consistently applied, except that if because of a change in generally accepted
accounting principles the Company would have to alter a previously utilized
accounting method or policy in order to remain in compliance with generally
accepted accounting principles, such determination or calculation shall continue
to be made in accordance with the Company's previous accounting methods and
policies. All numbers set forth herein which refer to share prices or amounts
will be appropriately adjusted to reflect stock splits, stock dividends,
combinations of shares, other recapitalizations and other similar transactions
or corporate events affecting the subject class of stock.
7H. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
7I. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts (including by means of telecopied signature pages), any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same Agreement.
7J. ENTIRE AGREEMENT. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
7K. DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a Section
of this Agreement. The use of the word "including" in this Agreement shall be by
way of example rather than by limitation.
7L. GOVERNING LAW. The corporate law of Delaware shall govern all
issues
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<Page>
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
7M. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable express courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Purchasers and to the Company at the address
indicated below:
IF TO THE COMPANY:
DigitalNet Holdings, Inc.
6700A Rockledge Drive, Suite 525
Bethesda, MD 20817
Attention: Ken S. Bajaj
WITH COPIES TO:
GTCR Fund VII, L.P.
GTCR Co-Invest, L.P.
c/o GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Philip A. Canfield
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Stephen L. Ritchie
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Ave.
Washington, DC 20004
Attention: Richard A. Steinwurtzel
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<Page>
IF TO THE PURCHASERS:
GTCR Fund VII, L.P.
GTCR Co-Invest, L.P.
c/o GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
Attention: Philip A. Canfield
The J. Sunny Bajaj Trust
P.O. Box 60246
Potomac, MD 20859
The Rueben Bajaj Trust
P.O. Box 60246
Potomac, MD 20859
The Bajaj Family Limited Partnership
P.O. Box 60246
Potomac, MD 20859
The Pearlstein Family, LLC
5122 Warren Place, N.W.
Washington, D.C. 20016
WITH COPIES TO:
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
Attention: Stephen L. Ritchie
Fried Frank Harris Shriver & Jacobson
1001 Pennsylvania Ave.
Washington, DC 20004
Attention: Richard A. Steinwurtzel
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
7N. UNDERSTANDING AMONG THE PURCHASERS. The determination of each
Purchaser to purchase the Stock pursuant to this Agreement has been made by such
Purchaser independent of any other Purchaser and independent of any statements
or opinions as to the advisability of such purchase or as to the properties,
business, prospects or condition (financial or
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<Page>
otherwise) of the Company which may have been made or given by any other
Purchaser or by any agent or employee of any other Purchaser. In addition, it is
acknowledged by each of the Purchasers that no Purchaser has acted as an agent
of any other Purchaser in connection with making its investment hereunder and
that no Purchaser shall be acting as an agent of any other Purchaser in
connection with monitoring its investment hereunder. It is further acknowledged
by each of the other Purchasers that the GTCR Purchasers have retained Kirkland
& Ellis to act as their counsel in connection with the transactions contemplated
hereby and that Kirkland& Ellis has not acted as counsel for any of the other
Purchasers in connection herewith and that none of the other Purchasers have the
status of a client of Kirkland & Ellis for conflict of interest or other
purposes as a result thereof.
* * * * *
-25-
<Page>
IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement on the date first written above.
DIGITALNET HOLDINGS, INC.
By: /s/ Ken S. Bajaj
----------------------------------
Name: Ken S. Bajaj
----------------------------------
Its: Chief Executive Officer
INVESTMENT PERCENTAGE
99.0928% GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
----------------------------------
Name: Philip A. Canfield
----------------------------------
Its: Principal
0.9072% GTCR CO-INVEST, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
----------------------------------
Name: Philip A. Canfield
----------------------------------
Its: Principal
THE J. SUNNY BAJAJ TRUST
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
THE RUEBEN BAJAJ TRUST
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
THE BAJAJ FAMILY LIMITED PARTNERSHIP
By: The J. SUNNY BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
By: /s/ Ken S. Bajaj
------------------------------------
Ken S. Bajaj, its Limited Partner
By: KAVELLE BAJAJ REVOCABLE INTER
VIVOS TRUST, its Limited Partner
By: /s/ Kavelle Bajaj
------------------------------------
By: BAJAJ ASSOCIATES LLC, its General
Partner
By: /s/ Ken S. Bajaj
------------------------------------
Ken S. Bajaj, Managing Member
By: THE J. SUNNY BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
THE PEARLSTEIN FAMILY, LLC
By: /s/ Jack Pearlstein
------------------------------------
Jack Pearlstein, its Managing Member
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
LIST OF EXHIBITS
Exhibit A - Certificate of Incorporation
Exhibit B-1 - Form of Senior Management Agreement for Ken S. Bajaj
Exhibit B-2 - Form of Senior Management Agreement for Jack Pearlstein
Exhibit C - Form of Stockholders Agreement
Exhibit D - Form of Registration Agreement
Exhibit E - Form of Professional Services Agreement
<Page>
SUPPLEMENT NO. 1 TO THE
PURCHASE AGREEMENT
THIS SUPPLEMENT NO. 1 TO THE PURCHASE AGREEMENT (this "AGREEMENT") is
made as of April 25, 2002, by and among DigitalNet Holdings, Inc. (the
"COMPANY"), GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR"), GTCR
Co-Invest, L.P., a Delaware limited partnership ("CO-INVEST" and, together with
GTCR, the "GTCR PURCHASERS"), the J. Sunny Bajaj Trust, the Rueben Bajaj Trust
and the Bajaj Family Limited Partnership (each, a "BAJAJ PURCHASER" and
collectively, the "BAJAJ PURCHASERS") and the Pearlstein Family, LLC (the
"PEARLSTEIN PURCHASER", and together with the GTCR Purchasers and the Bajaj
Purchasers, the "PURCHASERS"). Except as otherwise indicated herein, capitalized
terms used and not otherwise defined herein have the meanings ascribed to such
terms in the Purchase Agreement (as defined below).
The Company and the Purchasers are parties to a Purchase Agreement
dated as of September 7, 2001 (the "PURCHASE AGREEMENT"). Pursuant to Section
1B(b) of the Purchase Agreement, the GTCR Purchasers desire to purchase, and the
Company desires to sell, 5,300,000 shares of Common Stock for an aggregate
purchase price of $530,000.00. Pursuant to Section 1C(b) of the Purchase
Agreement, the Bajaj Purchasers will purchase, and the Company will sell,
220,833 shares of Common Stock for an aggregate purchase price of $22,084.
Pursuant to Section 1D(b) of the Purchase Agreement, the Pearlstein Purchaser
will purchase, and the Company desires to sell, 16,563 shares of Common Stock
for an aggregate purchase price of $1,656. The Common Stock purchased by the
Purchasers hereunder constitutes Investor Common under the Purchase Agreement.
The parties hereto agree as follows:
Section 1. AUTHORIZATION AND CLOSING.
1A. AUTHORIZATION OF THE COMMON STOCK. The Company has authorized the
issuance and sale to the (i) GTCR Purchasers of 5,300,000 shares of Common
Stock, (ii) Bajaj Purchasers of 220,833 shares of Common Stock and (iii)
Pearlstein Purchaser of 16,563 shares of Common Stock, having the rights and
preferences set forth in the Certificate of Incorporation.
1B. PURCHASE AND SALE OF COMMON STOCK. At the Closing (as defined in
subparagraph 1C below), subject to the terms and conditions set forth herein,
(i) the GTCR Purchasers shall purchase from the Company, and the Company shall
sell to the GTCR Purchasers, 5,300,000 shares of Common Stock at a price of
$0.10 per share, (ii) the Bajaj Purchasers shall purchase from the Company, and
the Company shall sell to the Bajaj Purchasers, 220,833 shares of Common Stock
at a price of $0.10 per share and (iii) the Pearlstein Purchaser shall purchase
from the Company, and the Company shall sell to the Pearlstein Purchaser, 16,563
shares of Common Stock at a price of $0.10 per share. The aggregate purchase
price and the number of such purchased shares of Common Stock shall be allocated
among the Purchasers as set forth on SCHEDULE A attached hereto.
1C. THE CLOSING. The closing of the purchase and sale of the Common
Stock (the "CLOSING") shall take place at the offices of Kirkland & Ellis, 200
East Randolph Drive,
<Page>
Chicago, Illinois 60601 at 10:00 a.m. on April 25, 2002 or at such other place,
date and time as agreed to by the Purchasers. At the Closing, the Company shall
deliver to the Purchasers a stock certificate evidencing the shares of Common
Stock to be purchased by such Purchaser upon payment by such Purchaser of the
purchase price thereof by a cashier's or certified check, or by wire transfer of
immediately available funds to such account as designated by the Company.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2A. AUTHORIZATION; NO CONFLICTS. As a material inducement to the
Purchasers to enter into this Agreement and purchase the Common Stock, the
Company hereby represents and warrants to the Purchasers that the execution,
delivery and performance of this Agreement and all other agreements contemplated
hereby to which the Company is a party have been duly authorized by the Company.
This Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms. The execution and delivery by the
Company of this Agreement, the offering, sale and issuance of the Common Stock
hereunder and the fulfillment of and compliance with the respective terms hereof
and thereof by the Company, do not and shall not (i) conflict with or result in
a breach of the terms, conditions or provisions of, (ii) constitute a default
under, (iii) result in the creation of any lien, security interest, charge or
encumbrance upon the capital stock or assets of the Company or any of its
Subsidiaries pursuant to, (iv) give any third party the right to modify,
terminate or accelerate any obligation under, (v) result in a violation of, or
(vi) require any authorization, consent, approval, exemption or other action by
or notice to any court or administrative or governmental body pursuant to, the
Certificate of Incorporation or bylaws of the Company or any of its
Subsidiaries, or any law, statute, rule or regulation to which the Company is
subject, or any agreement, instrument, order, judgment or decree to which the
Company or any of its Subsidiaries is a party or by which it is bound.
2B. CLOSING. All of the representations and warranties contained in
Section 5 of the Purchase Agreement (the "Section 5 Representations"), and all
information delivered in any schedule, attachment or exhibit hereto will be true
and correct at and as of the Closing, except in the case of the Section 5
Representations to the extent of changes caused by the transactions expressly
contemplated herein and except for changes occurring in the ordinary course of
the Company's and its Subsidiaries businesses which have not had a Material
Adverse Effect.
Section 3. PURCHASERS' INVESTMENT REPRESENTATIONS. Each Purchaser
hereby represents (i) that it is acquiring the Restricted Securities purchased
hereunder or acquired pursuant hereto for its own account with the present
intention of holding such securities for purposes of investment, and that it has
no intention of selling such securities in a public distribution in violation of
the federal securities laws or any applicable state securities laws, (ii) that
it is an "accredited investor" and a sophisticated investor for purposes of
applicable U.S. federal and state securities laws and regulations, (iii) that
this Agreement hereby constitutes the legal, valid and binding obligation of
each Purchaser, enforceable in accordance with its terms, except to the extent
that enforceability may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally and (iv) that the execution, delivery
and performance of this Agreement by such Purchaser does not and will not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which such purchaser is subject. Notwithstanding
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<Page>
the foregoing, nothing contained herein shall prevent such Purchaser and
subsequent holders of Restricted Securities from transferring such securities in
compliance with the provisions of Section 4 of the Purchase Agreement.
Section 4. MISCELLANEOUS.
4A. REMEDIES. Each holder of Investor Stock shall have all rights and
remedies set forth in the Purchase Agreement, this Agreement and the Certificate
of Incorporation and all rights and remedies which such holders have been
granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any
provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law.
4B. LEGENDS. Each certificate for Restricted Securities issued
pursuant to this Agreement shall be imprinted with a legend in substantially the
following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON APRIL 25, 2002 AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF
SEPTEMBER 7, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND
CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE
THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH
CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF
UPON WRITTEN REQUEST AND WITHOUT CHARGE."
4C. CONSENT TO AMENDMENTS. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Majority Holders. Notwithstanding the foregoing sentence, in the event that such
modification, amendment or waiver would adversely affect a Purchaser or group
Purchasers in a manner different than any other Purchaser or group of
Purchasers, then such amendment or waiver will require the consent of such
Purchaser or a majority of the Investor Preferred held by such group of
Purchasers adversely affected.
4D. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by the Purchasers or on their behalf, and shall terminate on
April 25, 2004.
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<Page>
4E. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the Purchasers' benefit as a
purchaser or holder of Stock are also for the benefit of, and enforceable by,
any subsequent holder of such Stock. The rights and obligations of each GTCR
Purchaser under this Agreement and the agreements contemplated hereby may be
assigned by such GTCR Purchaser at any time, in whole or in part, to any
investment fund managed by GTCR Golder Rauner, L.L.C., or any successor thereto.
4F. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
4G. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts (including by means of telecopied signature pages), any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same Agreement.
4H. DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a Section
of this Agreement. The use of the word "including" in this Agreement shall be by
way of example rather than by limitation.
4I. GOVERNING LAW. The corporate law of Delaware shall govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
4J. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable express courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Purchasers and to the Company at the
addresses indicated in the Purchase Agreement or to such other address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party.
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<Page>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
DIGITALNET HOLDINGS, INC.
By: /s/ Ken S. Bajaj
-----------------------------------
Name: Ken S. Bajaj
-----------------------------------
Its: Chief Executive Officer
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
-----------------------------------
Name: Philip A. Canfield
-----------------------------------
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
-----------------------------------
Name: Philip A. Canfield
-----------------------------------
Its: Principal
THE J. SUNNY BAJAJ TRUST
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
THE RUEBEN BAJAJ TRUST
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
THE BAJAJ FAMILY LIMITED PARTNERSHIP
By: The J. SUNNY BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
By: /s/ Ken S. Bajaj
-----------------------------------
Ken S. Bajaj, its Limited Partner
By: KAVELLE BAJAJ REVOCABLE INTER
VIVOS TRUST, its Limited Partner
By: /s/ Kavelle Bajaj
-----------------------------------
By: BAJAJ ASSOCIATES LLC, its General
Partner
By: /s/ Ken S. Bajaj
-----------------------------------
Ken S. Bajaj, Managing Member
By: THE J. SUNNY BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
THE PEARLSTEIN FAMILY, LLC
By: /s/ Jack Pearlstein
-----------------------------------
Jack Pearlstein, its Managing Member
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
SUPPLEMENT NO. 2 TO THE
PURCHASE AGREEMENT
THIS SUPPLEMENT NO. 2 TO THE PURCHASE AGREEMENT (this "AGREEMENT") is
made as of October 8, 2002, by and among DigitalNet Holdings, Inc. (the
"COMPANY"), GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR"), GTCR
Co-Invest, L.P., a Delaware limited partnership ("CO-INVEST" and, together with
GTCR, the "GTCR PURCHASERS"), the J. Sunny Bajaj Trust, the Rueben Bajaj Trust
and the Bajaj Family Limited Partnership (each, a "BAJAJ PURCHASER" and
collectively, the "BAJAJ PURCHASERS") and the Pearlstein Family, LLC (the
"PEARLSTEIN PURCHASER", and together with the GTCR Purchasers and the Bajaj
Purchasers, the "PURCHASERS"). Except as otherwise indicated herein, capitalized
terms used and not otherwise defined herein have the meanings ascribed to such
terms in the Purchase Agreement (as defined below).
The Company and the Purchasers are parties to a Purchase Agreement
dated as of September 7, 2001 (the "PURCHASE AGREEMENT"). Pursuant to Section
1B(b) of the Purchase Agreement, the GTCR Purchasers desire to purchase, and the
Company desires to sell, 1,720,000 shares of Common Stock for an aggregate
purchase price of $172,000. Pursuant to Section 1C(b) of the Purchase Agreement,
the Bajaj Purchasers will purchase, and the Company will sell, 71,667 shares of
Common Stock for an aggregate purchase price of $7,167. Pursuant to Section
1D(b) of the Purchase Agreement, the Pearlstein Purchaser will purchase, and the
Company desires to sell, 5,375 shares of Common Stock for an aggregate purchase
price of $538. The Common Stock purchased by the Purchasers hereunder
constitutes Investor Common under the Purchase Agreement.
The parties hereto agree as follows:
Section 1. AUTHORIZATION AND CLOSING.
1A. AUTHORIZATION OF THE COMMON STOCK. The Company has authorized the
issuance and sale to the (i) GTCR Purchasers of 1,720,000 shares of Common
Stock, (ii) Bajaj Purchasers of 71,667 shares of Common Stock and (iii)
Pearlstein Purchaser of 5,375 shares of Common Stock, having the rights and
preferences set forth in the Certificate of Incorporation.
1B. PURCHASE AND SALE OF COMMON STOCK. At the Closing (as defined in
subparagraph 1C below), subject to the terms and conditions set forth herein,
(i) the GTCR Purchasers shall purchase from the Company, and the Company shall
sell to the GTCR Purchasers, 1,720,000 shares of Common Stock at a price of
$0.10 per share, (ii) the Bajaj Purchasers shall purchase from the Company, and
the Company shall sell to the Bajaj Purchasers, 71,667 shares of Common Stock at
a price of $0.10 per share and (iii) the Pearlstein Purchaser shall purchase
from the Company, and the Company shall sell to the Pearlstein Purchaser, 5,375
shares of Common Stock at a price of $0.10 per share. The aggregate purchase
price and the number of such purchased shares of Common Stock shall be allocated
among the Purchasers as set forth on SCHEDULE A attached hereto.
1C. THE CLOSING. The closing of the purchase and sale of the Common
Stock (the "CLOSING") shall take place at the offices of Kirkland & Ellis, 200
East Randolph Drive,
<Page>
Chicago, Illinois 60601 at 10:00 a.m. on October 8, 2002 or at such other place,
date and time as agreed to by the Purchasers. At the Closing, the Company shall
deliver to the Purchasers a stock certificate evidencing the shares of Common
Stock to be purchased by such Purchaser upon payment by such Purchaser of the
purchase price thereof by a cashier's or certified check, or by wire transfer of
immediately available funds to such account as designated by the Company.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2A. AUTHORIZATION; NO CONFLICTS. As a material inducement to the
Purchasers to enter into this Agreement and purchase the Common Stock, the
Company hereby represents and warrants to the Purchasers that the execution,
delivery and performance of this Agreement and all other agreements contemplated
hereby to which the Company is a party have been duly authorized by the Company.
This Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms. The execution and delivery by the
Company of this Agreement, the offering, sale and issuance of the Common Stock
hereunder and the fulfillment of and compliance with the respective terms hereof
and thereof by the Company, do not and shall not (i) conflict with or result in
a breach of the terms, conditions or provisions of, (ii) constitute a default
under, (iii) result in the creation of any lien, security interest, charge or
encumbrance upon the capital stock or assets of the Company or any of its
Subsidiaries pursuant to, (iv) give any third party the right to modify,
terminate or accelerate any obligation under, (v) result in a violation of, or
(vi) require any authorization, consent, approval, exemption or other action by
or notice to any court or administrative or governmental body pursuant to, the
Certificate of Incorporation or bylaws of the Company or any of its
Subsidiaries, or any law, statute, rule or regulation to which the Company is
subject, or any agreement, instrument, order, judgment or decree to which the
Company or any of its Subsidiaries is a party or by which it is bound.
2B. CLOSING. All of the representations and warranties contained in
Section 5 of the Purchase Agreement (the "Section 5 Representations"), and all
information delivered in any schedule, attachment or exhibit hereto will be true
and correct at and as of the Closing, except in the case of the Section 5
Representations to the extent of changes caused by the transactions expressly
contemplated herein and except for changes occurring in the ordinary course of
the Company's and its Subsidiaries businesses which have not had a Material
Adverse Effect.
Section 3. PURCHASERS' INVESTMENT REPRESENTATIONS. Each Purchaser
hereby represents (i) that it is acquiring the Restricted Securities purchased
hereunder or acquired pursuant hereto for its own account with the present
intention of holding such securities for purposes of investment, and that it has
no intention of selling such securities in a public distribution in violation of
the federal securities laws or any applicable state securities laws, (ii) that
it is an "accredited investor" and a sophisticated investor for purposes of
applicable U.S. federal and state securities laws and regulations, (iii) that
this Agreement hereby constitutes the legal, valid and binding obligation of
each Purchaser, enforceable in accordance with its terms, except to the extent
that enforceability may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally and (iv) that the execution, delivery
and performance of this Agreement by such Purchaser does not and will not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which such purchaser is subject. Notwithstanding
-2-
<Page>
the foregoing, nothing contained herein shall prevent such Purchaser and
subsequent holders of Restricted Securities from transferring such securities in
compliance with the provisions of Section 4 of the Purchase Agreement.
Section 4. MISCELLANEOUS.
4A. REMEDIES. Each holder of Investor Stock shall have all rights and
remedies set forth in the Purchase Agreement, this Agreement and the Certificate
of Incorporation and all rights and remedies which such holders have been
granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any
provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law.
4B. LEGENDS. Each certificate for Restricted Securities issued
pursuant to this Agreement shall be imprinted with a legend in substantially the
following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON OCTOBER 8, 2002 AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE
CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF
SEPTEMBER 7, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND
CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE
THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH
CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF
UPON WRITTEN REQUEST AND WITHOUT CHARGE."
4C. CONSENT TO AMENDMENTS. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Majority Holders. Notwithstanding the foregoing sentence, in the event that such
modification, amendment or waiver would adversely affect a Purchaser or group
Purchasers in a manner different than any other Purchaser or group of
Purchasers, then such amendment or waiver will require the consent of such
Purchaser or a majority of the Investor Preferred held by such group of
Purchasers adversely affected.
4D. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by the Purchasers or on their behalf, and shall terminate on
October 8, 2004.
-3-
<Page>
4E. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the Purchasers' benefit as a
purchaser or holder of Stock are also for the benefit of, and enforceable by,
any subsequent holder of such Stock. The rights and obligations of each GTCR
Purchaser under this Agreement and the agreements contemplated hereby may be
assigned by such GTCR Purchaser at any time, in whole or in part, to any
investment fund managed by GTCR Golder Rauner, L.L.C., or any successor thereto.
4F. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
4G. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts (including by means of telecopied signature pages), any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same Agreement.
4H. DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a Section
of this Agreement. The use of the word "including" in this Agreement shall be by
way of example rather than by limitation.
4I. GOVERNING LAW. The corporate law of Delaware shall govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
4J. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable express courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Purchasers and to the Company at the
addresses indicated in the Purchase Agreement or to such other address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party.
-4-
<Page>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
DIGITALNET HOLDINGS, INC.
By: /s/ Ken S. Bajaj
-----------------------------------
Name: Ken S. Bajaj
-----------------------------------
Its: Chief Executive Officer
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
-----------------------------------
Name: Philip A. Canfield
-----------------------------------
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
-----------------------------------
Name: Philip A. Canfield
-----------------------------------
Its: Principal
THE J. SUNNY BAJAJ TRUST
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
THE RUEBEN BAJAJ TRUST
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
THE BAJAJ FAMILY LIMITED PARTNERSHIP
By: The J. SUNNY BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
By: /s/ Ken S. Bajaj
-----------------------------------
Ken S. Bajaj, its Limited Partner
By: KAVELLE BAJAJ REVOCABLE INTER
VIVOS TRUST, its Limited Partner
By: /s/ Kavelle Bajaj
-----------------------------------
By: BAJAJ ASSOCIATES LLC, its General
Partner
By: /s/ Ken S. Bajaj
-----------------------------------
Ken S. Bajaj, Managing Member
By: THE J. SUNNY BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
-----------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
-----------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
-----------------------------------
Daniel A. Masur, Trustee
THE PEARLSTEIN FAMILY, LLC
By: /s/ Jack Pearlstein
-----------------------------------
Jack Pearlstein, its Managing Member
<Page>
SUPPLEMENT NO. 3 TO THE
PURCHASE AGREEMENT
THIS SUPPLEMENT NO. 3 TO THE PURCHASE AGREEMENT (this "AGREEMENT") is
made as of November 26, 2002, by and among DigitalNet Holdings, Inc. (the
"COMPANY"), GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR"), GTCR
Co-Invest, L.P., a Delaware limited partnership ("CO-INVEST" and, together with
GTCR, the "GTCR PURCHASERS"), the J. Sunny Bajaj Trust, the Rueben Bajaj Trust
and the Bajaj Family Limited Partnership (each, a "BAJAJ PURCHASER" and
collectively, the "BAJAJ PURCHASERS") and the Pearlstein Family, LLC (the
"PEARLSTEIN PURCHASER", and together with the GTCR Purchasers and the Bajaj
Purchasers, the "PURCHASERS"). Except as otherwise indicated herein, capitalized
terms used and not otherwise defined herein have the meanings ascribed to such
terms in the Purchase Agreement (as defined below).
The Company and the Purchasers are parties to a Purchase Agreement
dated as of September 7, 2001 (the "PURCHASE AGREEMENT"). Pursuant to Section
1B(b) of the Purchase Agreement, the GTCR Purchasers desire to purchase, and the
Company desires to sell, 16,580,000 shares of Common Stock for an aggregate
purchase price of $1,658,000. Pursuant to Section 1C(b) of the Purchase
Agreement, the Bajaj Purchasers will purchase, and the Company will sell,
690,833 shares of Common Stock for an aggregate purchase price of $69,084.
Pursuant to Section 1D(b) of the Purchase Agreement, the Pearlstein Purchaser
will purchase, and the Company desires to sell, 51,813 shares of Common Stock
for an aggregate purchase price of $5,181. The Common Stock purchased by the
Purchasers hereunder constitutes Investor Common under the Purchase Agreement.
Pursuant to Section 1B(b) of the Purchase Agreement, the GTCR
Purchasers desire to purchase, and the Company desires to sell, 58,744 shares of
Class A Preferred for an aggregate purchase price of $58,744,150. Pursuant to
Section 1C(b) of the Purchase Agreement, the Bajaj Purchasers will purchase, and
the Company will sell, 2,448 shares of Class A Preferred for an aggregate
purchase price of $2,447,672. Pursuant to Section 1D(b) of the Purchase
Agreement, the Pearlstein Purchaser will purchase, and the Company desires to
sell, 184 shares of Class A Preferred for an aggregate purchase price of
$183,575. The Class A Preferred purchased by the Purchasers hereunder
constitutes Investor Preferred under the Purchase Agreement.
The parties hereto agree as follows:
Section 1. AUTHORIZATION AND CLOSING.
1A. AUTHORIZATION OF THE COMMON STOCK. The Company has authorized the
issuance and sale to the (i) GTCR Purchasers of 16,580,000 shares of Common
Stock and 58,744 shares of Class A Preferred, (ii) Bajaj Purchasers of 690,833
shares of Common Stock and 2,448 shares of Class A Preferred and (iii)
Pearlstein Purchaser of 51,813 shares of Common Stock and 184 shares of Class A
Preferred, having the rights and preferences set forth in the Certificate of
Incorporation.
<Page>
1B. PURCHASE AND SALE OF COMMON STOCK. At the Closing (as defined in
subparagraph 1D below), subject to the terms and conditions set forth herein,
(i) the GTCR Purchasers shall purchase from the Company, and the Company shall
sell to the GTCR Purchasers, 16,580,000 shares of Common Stock at a price of
$0.10 per share, (ii) the Bajaj Purchasers shall purchase from the Company, and
the Company shall sell to the Bajaj Purchasers, 690,833 shares of Common Stock
at a price of $0.10 per share and (iii) the Pearlstein Purchaser shall purchase
from the Company, and the Company shall sell to the Pearlstein Purchaser, 51,813
shares of Common Stock at a price of $0.10 per share. The aggregate purchase
price and the number of such purchased shares of Common Stock shall be allocated
among the Purchasers as set forth on SCHEDULE A attached hereto.
1C. PURCHASE AND SALE OF CLASS A PREFERRED. At the Closing (as
defined in subparagraph 1D below), subject to the terms and conditions set forth
herein, (i) the GTCR Purchasers shall purchase from the Company, and the Company
shall sell to the GTCR Purchasers, 58,744 shares of Class A Preferred at a price
of $1000.00 per share, (ii) the Bajaj Purchasers shall purchase from the
Company, and the Company shall sell to the Bajaj Purchasers, 2,448 shares of
Class A Preferred at a price of $1000.00 per share and (iii) the Pearlstein
Purchaser shall purchase from the Company, and the Company shall sell to the
Pearlstein Purchaser, 184 shares of Class A Preferred at a price of $1000.00 per
share. The aggregate purchase price and the number of such purchased shares of
Common Stock shall be allocated among the Purchasers as set forth on SCHEDULE B
attached hereto.
1D. THE CLOSING. The closing of the purchase and sale of the Common
Stock and Class A Preferred (the "CLOSING") shall take place at the offices of
Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois 60601 at 10:00 a.m.
on November 26, 2002 or at such other place, date and time as agreed to by the
Purchasers. At the Closing, the Company shall deliver to the Purchasers a stock
certificate evidencing the shares of Common Stock and Class A Preferred to be
purchased by such Purchaser upon payment by such Purchaser of the purchase price
thereof by a cashier's or certified check, or by wire transfer of immediately
available funds to such account as designated by the Company.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
2A. AUTHORIZATION; NO CONFLICTS. As a material inducement to the
Purchasers to enter into this Agreement and purchase the Common Stock and Class
A Preferred, the Company hereby represents and warrants to the Purchasers that
the execution, delivery and performance of this Agreement and all other
agreements contemplated hereby to which the Company is a party have been duly
authorized by the Company. This Agreement constitutes a valid and binding
obligation of the Company, enforceable in accordance with its terms. The
execution and delivery by the Company of this Agreement, the offering, sale and
issuance of the Common Stock and Class A Preferred hereunder and the fulfillment
of and compliance with the respective terms hereof and thereof by the Company,
do not and shall not (i) conflict with or result in a breach of the terms,
conditions or provisions of, (ii) constitute a default under, (iii) result in
the creation of any lien, security interest, charge or encumbrance upon the
capital stock or assets of the Company or any of its Subsidiaries pursuant to,
(iv) give any third party the right to modify, terminate or accelerate any
obligation under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or notice to any
court
-2-
<Page>
or administrative or governmental body pursuant to, the Certificate of
Incorporation or bylaws of the Company or any of its Subsidiaries, or any law,
statute, rule or regulation to which the Company is subject, or any agreement,
instrument, order, judgment or decree to which the Company or any of its
Subsidiaries is a party or by which it is bound.
2B. CLOSING. All of the representations and warranties contained in
Section 5 of the Purchase Agreement (the "Section 5 Representations"), and all
information delivered in any schedule, attachment or exhibit hereto will be true
and correct at and as of the Closing, except in the case of the Section 5
Representations to the extent of changes caused by the transactions expressly
contemplated herein and except for changes occurring in the ordinary course of
the Company's and its Subsidiaries businesses which have not had a Material
Adverse Effect.
Section 3. PURCHASERS' INVESTMENT REPRESENTATIONS. Each Purchaser
hereby represents (i) that it is acquiring the Restricted Securities purchased
hereunder or acquired pursuant hereto for its own account with the present
intention of holding such securities for purposes of investment, and that it has
no intention of selling such securities in a public distribution in violation of
the federal securities laws or any applicable state securities laws, (ii) that
it is an "accredited investor" and a sophisticated investor for purposes of
applicable U.S. federal and state securities laws and regulations, (iii) that
this Agreement hereby constitutes the legal, valid and binding obligation of
each Purchaser, enforceable in accordance with its terms, except to the extent
that enforceability may be limited by bankruptcy, insolvency or other similar
laws affecting creditors' rights generally and (iv) that the execution, delivery
and performance of this Agreement by such Purchaser does not and will not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which such purchaser is subject. Notwithstanding the foregoing,
nothing contained herein shall prevent such Purchaser and subsequent holders of
Restricted Securities from transferring such securities in compliance with the
provisions of Section 4 of the Purchase Agreement.
Section 4. MISCELLANEOUS.
4A. REMEDIES. Each holder of Investor Stock shall have all rights and
remedies set forth in the Purchase Agreement, this Agreement and the Certificate
of Incorporation and all rights and remedies which such holders have been
granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any
provision of this Agreement shall be entitled to enforce such rights
specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law.
4B. LEGENDS. Each certificate for Restricted Securities issued
pursuant to this Agreement shall be imprinted with a legend in substantially the
following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY
ISSUED ON NOVEMBER 26, 2002 AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE
SECURITIES REPRESENTED
-3-
<Page>
BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE
PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 7, 2001 BY AND AMONG
THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY
RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES
UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH
TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE
COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT
CHARGE."
4C. CONSENT TO AMENDMENTS. Except as otherwise expressly provided
herein, the provisions of this Agreement may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Majority Holders. Notwithstanding the foregoing sentence, in the event that such
modification, amendment or waiver would adversely affect a Purchaser or group
Purchasers in a manner different than any other Purchaser or group of
Purchasers, then such amendment or waiver will require the consent of such
Purchaser or a majority of the Investor Preferred held by such group of
Purchasers adversely affected.
4D. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by the Purchasers or on their behalf, and shall terminate on
November 26, 2004.
4E. SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on behalf
of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the Purchasers' benefit as a
purchaser or holder of Stock are also for the benefit of, and enforceable by,
any subsequent holder of such Stock. The rights and obligations of each GTCR
Purchaser under this Agreement and the agreements contemplated hereby may be
assigned by such GTCR Purchaser at any time, in whole or in part, to any
investment fund managed by GTCR Golder Rauner, L.L.C., or any successor thereto.
4F. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
4G. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts (including by means of telecopied signature pages), any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same Agreement.
-4-
<Page>
4H. DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings of
this Agreement are inserted for convenience only and do not constitute a Section
of this Agreement. The use of the word "including" in this Agreement shall be by
way of example rather than by limitation.
4I. GOVERNING LAW. The corporate law of Delaware shall govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity and interpretation of this
Agreement and the exhibits and schedules hereto shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.
4J. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable express courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the Purchasers and to the Company at the
addresses indicated in the Purchase Agreement or to such other address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party.
-5-
<Page>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
DIGITALNET HOLDINGS, INC.
By: /s/ Ken S. Bajaj
----------------------------------
Name: Ken S. Bajaj
----------------------------------
Its: Chief Executive Officer
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
----------------------------------
Name: Philip A. Canfield
----------------------------------
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /s/ Philip A. Canfield
----------------------------------
Name: Philip A. Canfield
----------------------------------
Its: Principal
THE J. SUNNY BAJAJ TRUST
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
THE RUEBEN BAJAJ TRUST
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
THE BAJAJ FAMILY LIMITED PARTNERSHIP
By: The J. SUNNY BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
By: /s/ Ken S. Bajaj
------------------------------------
Ken S. Bajaj, its Limited Partner
By: KAVELLE BAJAJ REVOCABLE INTER
VIVOS TRUST, its Limited Partner
By: /s/ Kavelle Bajaj
------------------------------------
By: BAJAJ ASSOCIATES LLC, its General
Partner
By: /s/ Ken S. Bajaj
------------------------------------
Ken S. Bajaj, Managing Member
By: THE J. SUNNY BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
By: THE RUEBEN BAJAJ TRUST, its Limited
Partner
By: /s/ Jaideep Bajaj
------------------------------------
Jaideep Bajaj, Trustee
By: /s/ Bhavneet Bajaj
------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
------------------------------------
Daniel A. Masur, Trustee
SIGNATURE PAGE TO THE PURCHASE AGREEMENT
<Page>
THE PEARLSTEIN FAMILY, LLC
By: /s/ Jack Pearlstein
------------------------------------
Jack Pearlstein, its Managing Member
SIGNATURE PAGE TO THE PURCHASE AGREEMENT