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EXHIBIT 4.4
AMENDED AND RESTATED REGISTRATION AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "AGREEMENT") is
made as of November 26, 2002, by and among (i) DigitalNet Holdings, Inc., a
Delaware corporation (together with its successors and permitted assigns, the
"COMPANY"), (ii) GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR FUND
VII"), (iii) GTCR Co-Invest, L.P., a Delaware limited partnership ("CO-INVEST,"
and, together with GTCR Fund VII and any investment fund managed by GTCR Golder
Rauner, L.L.C. which, at any time, acquires securities of the Company and
executes a counterpart of this Agreement or otherwise agrees to be bound by this
Agreement, the "GTCR INVESTORS"), (iv) the Pearlstein Family, LLC, (the
"PEARLSTEIN PURCHASER"), The Ian Z. Pearlstein 2001 Trust and The Ivanna V.
Pearlstein 2001 Trust, (v) the J. Sunny Bajaj Trust, the Rueben Bajaj Trust and
the Bajaj Family Limited Partnership (each a "BAJAJ PURCHASER" and,
collectively, the "BAJAJ PURCHASERS"), (vi) Ken S. Bajaj ("BAJAJ"), Jack
Pearlstein ("PEARLSTEIN"), and any other executive employee of the Company who,
at any time, acquires securities of the Company in accordance with SECTION 10
hereof and executes a counterpart of this Agreement or otherwise agrees to be
bound by this Agreement (each, an "EXECUTIVE" and, collectively, the
"EXECUTIVES"), (vii) GetronicsWang Co. LLC, a Delaware limited liability company
("GETRONICS"), (viii) Banc of America Mezzanine Capital LLC (together with its
permitted transferees, the "WARRANT HOLDERS"), and (ix) each of the other
entities and individuals set forth from time to time on the attached "SCHEDULE
OF HOLDERS" under the heading "OTHER STOCKHOLDERS" who, at any time, acquires
securities of the Company in accordance with SECTION 9 hereof and executes a
counterpart of this Agreement or otherwise agrees to be bound by this Agreement.
The GTCR Investors are sometimes referred to herein as the "INVESTORS." Unless
otherwise provided in this Agreement, capitalized terms used herein shall have
the meanings set forth in SECTION 10 hereof.
WHEREAS, the parties hereto wish to amend and restate in its entirety
that certain Registration Agreement, dated as of September 7, 2001 (the
"EXISTING REGISTRATION AGREEMENT"), by and between the Company and certain of
the parties hereto and upon proper execution and delivery of this Agreement, the
Existing Registration Agreement shall be superseded by this Agreement and
canceled in its entirety;
WHEREAS, the Company, the Investors, the Bajaj Purchasers and the
Pearlstein Purchaser are parties to a Purchase Agreement, dated as of September
7, 2001 (the "PURCHASE AGREEMENT") and in order to induce the Investors, the
Bajaj Purchasers and the Pearlstein Purchaser to enter into the Purchase
Agreement, the Company agreed to provide the registration rights set forth in
the Existing Registration Agreement;
WHEREAS, simultaneously with the execution hereof, the Company issued
shares of its Class B Preferred Stock, par value $0.01 per share (the "CLASS B
PREFERRED"), in connection with DigitalNet, Inc.'s acquisition of Getronics
Government Solutions, L.L.C. pursuant to a Purchase Agreement dated as of
September 27, 2002 (the "GETRONICS PURCHASE AGREEMENT");
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WHEREAS, pursuant to a Bridge Loan Agreement, dated as of the date
hereof (the "WARRANT AGREEMENT"), by and among the Company, DigitalNet, Inc.
("DIGITALNET"), the Warrant Holders and the other lenders party thereto, the
Company executed Common Stock Purchase Warrants pursuant to which the Company
issued, subject to the terms of that certain Warrant Escrow Agreement dated as
of the date hereof by and among the Company, the Warrant Holder and the escrow
agent identified therein, warrants (the "WARRANTS") to purchase, in the
aggregate, 3,794,762 shares of Common Stock and agreed to become parties hereto;
and
WHEREAS, the execution and delivery of this Agreement is a condition
to the consummation of the transactions contemplated by the Getronics Purchase
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows:
1. DEMAND REGISTRATIONS.
(a) REQUESTS FOR REGISTRATION. At any time, the holders of a majority
of the Investor Registrable Securities and, if after a failure to repay the
Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if
DigitalNet exercises the Extension Option (as defined in the Warrant Agreement)
on or prior to November 26, 2003, at any time after the date that is six-months
after the Company's initial public offering, the holders of a majority of the
Warrant Holder Registrable Securities, may request registration under the
Securities Act of all or any portion of their Registrable Securities on Form S-1
or any similar long-form registration ("LONG-FORM REGISTRATIONS"), or on Form
S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any
similar short-form registration ("SHORT-FORM REGISTRATIONS"), if available. All
registrations requested pursuant to this SECTION 1(a) are referred to herein as
"DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the
approximate number of Registrable Securities requested to be registered and the
anticipated per share price range for such offering. Within ten days after
receipt of any such request, the Company shall give written notice of such
requested registration to all other holders of Registrable Securities and shall
include in such registration all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within 15 days
after the receipt of the Company's notice.
(b) INVESTOR LONG-FORM REGISTRATIONS. The holders of Investor
Registrable Securities shall be entitled to request (i) four Long-Form
Registrations in which the Company shall pay all Registration Expenses
("COMPANY-PAID LONG-FORM REGISTRATIONS") and (ii) an unlimited number of
Long-Form Registrations in which the holders of Registrable Securities shall pay
their share of the Registration Expenses (as defined in SECTION 5). No Long-Form
Registration shall count as a Company-Paid Long-Form Registration unless the
holders of Investor Registrable Securities are able to register and sell at
least 90% of the Investor Registrable Securities requested to be included in
such registration; provided that in any event the Company shall pay all
Registration Expenses in connection with any registration initiated as a
Company-Paid Long-Form Registration whether or not it has become effective and
whether or not such registration has counted as one of the permitted
Company-Paid Long-Form Registrations. All Long-Form Registrations shall be
underwritten registrations.
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(c) INVESTOR SHORT-FORM REGISTRATIONS. In addition to the Long-Form
Registrations provided pursuant to SECTION 1(b), the holders of Investor
Registrable Securities shall be entitled to request an unlimited number of
Short-Form Registrations in which the Company shall pay all Registration
Expenses. Demand Registrations shall be Short-Form Registrations whenever the
Company is permitted to use any applicable short form. After the Company has
become subject to the reporting requirements of the Securities Exchange Act, the
Company shall use its reasonable best efforts to make Short-Form Registrations
on Form S-3 available for the sale of Registrable Securities. If the Company,
pursuant to the request of the holder(s) of a majority of Investor Registrable
Securities, is qualified to and has filed with the Securities and Exchange
Commission a registration statement under the Securities Act on Form S-3
pursuant to Rule 415 under the Securities Act (the "REQUIRED REGISTRATION"),
then the Company shall use its reasonable best efforts to cause the Required
Registration to be declared effective under the Securities Act as soon as
practicable after filing, and, once effective, the Company shall use its
reasonable best efforts to cause such Required Registration to remain effective
for a period ending on the earlier of (i) the date on which all Investor
Registrable Securities have been sold pursuant to the Required Registration or
(ii) the date as of which the holder(s) of Investor Registrable Securities
(assuming such holder(s) are affiliates of the Company) are able to sell all of
the Investor Registrable Securities then held by them within a ninety-day period
in compliance with Rule 144 under the Securities Act.
(d) WARRANT HOLDER LONG-FORM REGISTRATION. Unless a Short-Form
Registration is available, the holders of Warrant Holder Registrable Securities
shall be entitled to request one Long-Form Registration in which the Company
shall pay all Registration Expenses ("COMPANY-PAID WARRANT HOLDER LONG-FORM
REGISTRATION"). No Long-Form Registration shall count as the Company-Paid
Warrant Holder Long-Form Registration unless the holders of Warrant Holder
Registrable Securities are able to register and sell at least 90% of the Warrant
Holder Registrable Securities requested to be included in such registration;
provided that in any event the Company shall pay all Registration Expenses in
connection with any registration initiated as a Company-Paid Warrant Holder
Long-Form Registration whether or not it has become effective and whether or not
such registration has counted as one of the permitted Company-Paid Warrant
Holder Long-Form Registration. All Long-Form Registrations shall be underwritten
registrations.
(e) WARRANT HOLDER SHORT-FORM REGISTRATIONS. If a Short-Form
Registration is available, then in lieu of the Long-Form Registration provided
pursuant to SECTION 1(d), the holders of Warrant Holder Registrable Securities
shall be entitled to request one Short-Form Registration in which the Company
shall pay all Registration Expenses (the "COMPANY-PAID WARRANT HOLDER SHORT-FORM
REGISTRATION"). Demand Registrations shall be Short-Form Registrations whenever
the Company is permitted to use any applicable short form. After the Company has
become subject to the reporting requirements of the Securities Exchange Act, the
Company shall use its reasonable best efforts to make Short-Form Registrations
on Form S-3 available for the sale of Registrable Securities. No Short-Form
Registration shall count as the Company-Paid Warrant Holder Short-Form
Registration unless the holders of Warrant Holder Registrable Securities are
able to register and sell at least 90% of the Warrant Holder Registrable
Securities requested to be included in such registration; provided that in any
event the Company shall pay all Registration Expenses in connection with any
registration initiated as the Company-Paid Warrant Holder Short-Form
Registration whether or not it has
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become effective and whether or not such registration has counted as the
permitted Company-Paid Warrant Holder Short-Form Registration.
(f) PRIORITY ON DEMAND REGISTRATIONS. The Company shall not include
in any Demand Registration any securities which are not Registrable Securities
without the prior written consent of the holders of a majority of the
Registrable Securities included in such registration. If a Demand Registration
is an underwritten offering and the managing underwriters advise the Company in
writing that, in their opinion, the number of Registrable Securities and, if
permitted hereunder, other securities requested to be included in such offering
exceeds the number of Registrable Securities and other securities, if any, which
can be sold in an orderly manner in such offering within a price range
acceptable to the holders of a majority of the Registrable Securities to be
included in such registration therein, without adversely affecting the
marketability of the offering, then the Company shall include in such
registration, prior to the inclusion of any securities which are not Registrable
Securities, the number of Registrable Securities requested to be included which,
in the opinion of such underwriters, can be sold in an orderly manner within the
price range of such offering, pro rata among the respective holders thereof on
the basis of the amount of Registrable Securities owned by each such holder.
Unless consented to by the Company and the holders of a majority of the
Registrable Securities included in such registration, any Person other than
holders of Registrable Securities which participates in Demand Registrations
that are not at the Company's expense shall pay their share of the Registration
Expenses in accordance with SECTION 5 hereof.
(g) RESTRICTIONS ON LONG-FORM REGISTRATIONS. The Company shall not be
obligated to effect any Long-Form Registration within 90 days after the
effective date of a previous Long-Form Registration or a previous registration
in which the holders of Registrable Securities were given piggyback rights
pursuant to SECTION 2 and in which there was no reduction in the number of
Registrable Securities requested to be included. The Company may postpone for up
to 180 days the filing or the effectiveness of a registration statement for a
Demand Registration requested by the holders of a majority of the Investor
Registrable Securities if the Company and the holders of a majority of the
Investor Registrable Securities agree that such Demand Registration would
reasonably be expected to have a material adverse effect on any proposal or plan
by the Company or any of its Subsidiaries to acquire financing, engage in any
acquisition of assets (other than in the ordinary course of business), or engage
in any merger, consolidation, tender offer, reorganization, or similar
transaction; PROVIDED THAT, in such event, the holders of the Investor
Registrable Securities initially requesting such Demand Registration shall be
entitled to withdraw such request, and the Company shall pay all Registration
Expenses in connection with such registration. The Company may postpone for up
to 180 days the filing or the effectiveness of a registration statement for a
Demand Registration requested by the holders of a majority of the Warrant Holder
Registrable Securities if the Company believes that such Demand Registration
would reasonably be expected to have a material adverse effect on any proposal
or plan by the Company or any of its Subsidiaries to acquire financing, engage
in any acquisition of assets (other than in the ordinary course of business), or
engage in any merger, consolidation, tender offer, reorganization, or similar
transaction; PROVIDED THAT, in such event, the holders of the Warrant Holder
Registrable Securities initially requesting such Demand Registration shall be
entitled to withdraw such request, and the Company shall pay all Registration
Expenses in connection with such registration. The Company may delay a Demand
Registration requested by the holders of a
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majority of the Investor Registrable Securities hereunder only once in any
twelve-month period, and the Company may delay a Demand Registration requested
by the holders of a majority of the Warrant Holder Registrable Securities
hereunder only once in any twelve-month period.
(h) SELECTION OF UNDERWRITERS. The holders of a majority of the
Registrable Securities included in any Demand Registration shall have the right
to select the investment banker(s) and manager(s) to administer the offering;
provided, however, that such investment banker(s) and manager(s) shall be
approved by the Company's Board of Directors, which approval shall not be
unreasonably withheld.
(i) OTHER REGISTRATION RIGHTS. Except as provided in this Agreement,
the Company shall not grant to any Persons the right to request the Company to
register any equity securities of the Company, or any securities, options, or
rights convertible or exchangeable into or exercisable for such securities,
without the prior written consent of the holders of a majority of the Investor
Registrable Securities.
2. PIGGYBACK REGISTRATIONS.
(a) RIGHT TO PIGGYBACK. Whenever the Company proposes to register any
of its securities (including any proposed registration of the Company's
securities by any third party) under the Securities Act (other than (i) pursuant
to a Demand Registration to which SECTION 1 is applicable, (ii) in connection
with an initial public offering of the Company's equity securities, or (iii) in
connection with registrations on Form S-4, Form S-8 or any successor or similar
forms) and the registration form to be used may be used for the registration of
Registrable Securities (a "PIGGYBACK REGISTRATION"), the Company shall give
prompt written notice (and in any event within three business days after its
receipt of notice of any exercise of demand registration rights other than under
this Agreement) to all holders of Registrable Securities of its intention to
effect such a registration and shall include in such registration all
Registrable Securities with respect to which the Company has received written
requests for inclusion therein within 15 days after the receipt of the Company's
notice.
(b) PIGGYBACK EXPENSES. The Registration Expenses of the holders of
Registrable Securities shall be paid by the Company in all Piggyback
Registrations, whether or not such registration is consummated.
(c) PRIORITY ON PRIMARY REGISTRATIONS. If a Piggyback Registration is
an underwritten primary registration on behalf of the Company, and the managing
underwriters advise the Company in writing that, in their opinion, the number of
securities requested to be included in such registration exceeds the number
which can be sold in an orderly manner in such offering within a price range
acceptable to the Company, then the Company shall include in such registration
(i) first, the securities the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the number of
shares owned by each such holder and (iii) third, the other securities requested
to be included in such registration.
(d) PRIORITY ON SECONDARY REGISTRATIONS. If a Piggyback Registration
is an underwritten secondary registration on behalf of holders of the Company's
securities other than
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holders of Registrable Securities (it being understood that secondary
registrations on behalf of holders of Investor Registrable Securities and
Warrant Holder Registrable Securities are addressed in SECTION 1 above rather
than this SECTION 2(d)), and the managing underwriters advise the Company in
writing that, in their opinion, the number of securities requested to be
included in such registration exceeds the number which can be sold in an orderly
manner in such offering within a price range acceptable to the holders of a
majority of the Registrable Securities to be included in such registration, then
the Company shall include in such registration (i) first, the securities
requested to be included therein by the holders requesting such registration,
(ii) second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares owned by each such holder and (iii) third, the
other securities requested to be included in such registration.
(e) SELECTION OF UNDERWRITERS. If any Piggyback Registration is an
underwritten offering, then the selection of investment banker(s) and manager(s)
for the offering must be approved by the holders of a majority of the Investor
Registrable Securities included in such Piggyback Registration. Such approval
shall not be unreasonably withheld.
(f) OTHER REGISTRATIONS. If the Company has previously filed a
registration statement with respect to Registrable Securities pursuant to
SECTION 1 or pursuant to this SECTION 2, and if such previous registration has
not been withdrawn or abandoned, then, unless such previous registration is a
Required Registration, the Company shall not file or cause to be effected any
other registration of any of its equity securities or securities convertible or
exchangeable into or exercisable for its equity securities under the Securities
Act (except on Form S-8 or any successor form), whether on its own behalf or at
the request of any holder or holders of such securities, until a period of at
least 180 days has elapsed from the effective date of such previous
registration.
3. HOLDBACK AGREEMENTS.
(a) To the extent not inconsistent with applicable law, no holder of
Registrable Securities shall effect any public sale or distribution (including
sales pursuant to Rule 144 of the Securities Act) of equity securities of the
Company, or any securities, options, or rights convertible into or exchangeable
or exercisable for such securities, during the seven days prior to and the
180-day period beginning on the effective date of any initial public offering or
any underwritten Demand Registration or any underwritten Piggyback Registration
in which Registrable Securities are included (except as part of such
underwritten registration or pursuant to registrations on Form S-4 or Form S-8
or any successor form), unless the underwriters managing the registered public
offering otherwise agree.
(b) The Company (i) shall not effect any public sale or distribution
of its equity securities, or any securities, options, or rights convertible into
or exchangeable or exercisable for such securities, during the seven days prior
to and during the 180-day period beginning on the effective date of any
underwritten Demand Registration or any underwritten Piggyback Registration
(except as part of such underwritten registration or pursuant to registrations
on Form S-8 or any successor form), unless the underwriters managing the
registered public offering otherwise agree, and (ii) to the extent not
inconsistent with applicable law, shall use its reasonable best efforts to cause
each holder of its equity securities, or any
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securities convertible into or exchangeable or exercisable for equity
securities, purchased from the Company at any time after the date of this
Agreement (other than in a registered public offering) to agree not to effect
any public sale or distribution (including sales pursuant to Rule 144 of the
Securities Act) of any such securities during such period (except as part of
such underwritten registration, if otherwise permitted), unless the underwriters
managing the registered public offering otherwise agree.
4. REGISTRATION PROCEDURES. Whenever the holders of Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this Agreement, the Company shall use its best efforts to effect the
registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company shall
as expeditiously as possible:
(a) prepare and, within 75 days after the end of the period within
which requests for registration may be given to the Company, file with the
Securities and Exchange Commission a registration statement with respect to such
Registrable Securities and use its best efforts to cause such registration
statement to become effective (provided that, before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company
shall furnish to the counsel selected by the holders of a majority of the
Registrable Securities covered by such registration statement copies of all such
documents proposed to be filed, which documents shall be subject to the review
and comment of such counsel);
(b) notify in writing each holder of Registrable Securities of the
effectiveness of each registration statement filed hereunder and prepare and
file with the Securities and Exchange Commission such amendments and supplements
to such registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective for a period
of not less than 180 days (or, if such registration statement relates to an
underwritten offering, such longer period as in the opinion of counsel for the
underwriters a prospectus is required by law to be delivered in connection with
sales of Registrable Securities by an underwriter or dealer) and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statement;
(c) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus), and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(d) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
any seller reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such seller of Registrable
Securities to consummate the disposition in such jurisdictions of the
Registrable Securities owned by such seller of Registrable Securities (provided
that the Company shall not be required to (i) qualify generally to do business
in any jurisdiction where it would not
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otherwise be required to qualify but for this SECTION 4(d), (ii) subject itself
to taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction);
(e) promptly notify in writing each seller of such Registrable
Securities, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made,
and, at the request of any such seller, the Company shall prepare and furnish to
each such seller a reasonable number of copies of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made;
(f) use its best efforts to cause all such Registrable Securities to
be listed on each securities exchange on which similar securities issued by the
Company are then listed and, if not so listed, to be listed on the NASD
automated quotation system and, if listed on the NASD automated quotation
system, use its best efforts to secure designation of all such Registrable
Securities covered by such registration statement as a NASDAQ "national market
system security" within the meaning of Rule 11Aa2-1 of the Securities and
Exchange Commission or, failing that, to secure NASDAQ authorization for such
Registrable Securities;
(g) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(h) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
a majority of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of
Registrable Securities (including effecting a stock split or a combination of
shares);
(i) make available for inspection by any underwriter participating in
any disposition pursuant to such registration statement, and any attorney,
accountant, or other agent retained by any seller of Registrable Securities or
any such underwriter, all financial and other records, pertinent corporate
documents and properties of the Company reasonably requested by such
underwriter, and cause the Company's officers, directors, employees, and
independent accountants to supply all information reasonably requested by any
seller of Registrable Securities, or any such underwriter, attorney, accountant,
or agent in connection with such registration statement and assist and, at the
request of any participating seller or underwriter, use reasonable best efforts
to cause such officers or directors to participate in presentations to
prospective purchasers;
(j) otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months beginning with
the first day of the Company's first full calendar quarter after the
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effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder;
(k) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any equity securities included in such registration statement for sale in any
jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order;
(l) use reasonable efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
sellers thereof to consummate the disposition of such Registrable Securities;
(m) obtain one or more cold comfort letters, addressed to the
underwriters, if any, and dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
dated the date of the closing under the underwriting agreement), from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by cold comfort letters as the holders
of a majority of the Registrable Securities being sold in such registered
offering reasonably request (provided that such Registrable Securities
constitute at least 10% of the securities covered by such registration
statement). To the extent consistent with Statement on Auditing Standards No. 72
of the American Institute of Certified Public Accounts, the Company shall use
reasonable efforts to also have such cold comfort letters addressed to the
holders of the Registrable Securities being sold in such registered offering;
and
(n) provide a legal opinion of the Company's outside counsel, dated
the effective date of such registration statement (or, if such registration
includes an underwritten public offering, dated the date of the closing under
the underwriting agreement), with respect to the registration statement, each
amendment and supplement thereto, the prospectus included therein (including the
preliminary prospectus) and such other documents relating thereto (which counsel
and opinions shall be reasonably satisfactory to the managing underwriters, if
any, and the holders of a majority of the Registrable Securities being sold).
Such legal opinions shall be addressed to each selling holder and the
underwriters, if any, and shall be in customary form and covering such matters
of the type customarily covered by legal opinions of such nature.
5. REGISTRATION EXPENSES.
(a) Subject to SECTION 5(b) below, all expenses incident to or
incurred in connection with the Company's performance of or compliance with this
Agreement, including all registration and filing fees, fees and expenses of
compliance with securities or blue sky laws, printing expenses, travel expenses,
filing expenses, messenger and delivery expenses, fees and disbursements of
custodians, and fees and disbursements of counsel for the Company, and fees and
disbursements of all independent certified public accountants, underwriters
including, if necessary, a "qualified independent underwriter" within the
meaning of the rules of the National Association of Securities Dealers, Inc. (in
each case, excluding discounts and commissions), and other Persons retained by
the Company (all such expenses being herein called "REGISTRATION
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EXPENSES"), shall be borne as provided in this Agreement, except that the
Company shall, in any event, pay its internal expenses (including all salaries
and expenses of its officers and employees performing legal or accounting
duties), the expense of any annual audit or quarterly review, the expense of any
liability insurance, and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the
Company are then listed or on the NASD automated quotation system (or any
successor or similar system).
(b) In connection with each Demand Registration and each Piggyback
Registration, the Company shall reimburse the holders of Registrable Securities
included in such registration for the reasonable fees and disbursements of one
counsel chosen by the holders of a majority of the Registrable Securities
included in such registration.
(c) To the extent Registration Expenses are not required to be paid
by the Company, each holder of securities included in any registration hereunder
shall pay those Registration Expenses allocable to the registration of such
holder's securities so included, and any Registration Expenses not so allocable
shall be borne by all sellers of securities included in such registration in
proportion to the aggregate selling price of the securities to be so registered.
6. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless, to the fullest
extent permitted by law, each holder of Registrable Securities, its officers,
directors, agents, partners, members, and employees, and each Person who
controls such holder (within the meaning of the Securities Act) against all
losses, claims, damages, liabilities, and expenses (or actions or proceedings,
whether commenced or threatened, in respect thereof), whether joint and several
or several, together with reasonable costs and expenses (including reasonable
attorney's fees) to which any such indemnified party may become subject under
the Securities Act or otherwise (collectively, "LOSSES") caused by, resulting
from, arising out of, based upon, or relating to any untrue or alleged untrue
statement of material fact contained in (i) (A) any registration statement,
prospectus or preliminary prospectus, or any amendment thereof or supplement
thereto or (B) any application or other document or communication (in this
SECTION 6, collectively called an "application") executed by or on behalf of the
Company or based upon written information furnished by or on behalf of the
Company filed in any jurisdiction in order to qualify any securities covered by
such registration under the "blue sky" or securities laws thereof, (ii) any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (iii) any violation
by the Company of any rule or regulation promulgated pursuant to any federal,
state or common law rule or regulation including, without limitation, the
Securities Act, applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, qualification
or compliance, and the Company will reimburse such holder and each such
director, officer, employee, partner, member and controlling Person for any
legal or any other expenses incurred by them in connection with investigating or
defending any such Losses; PROVIDED THAT the Company shall not be liable in any
such case to the extent that any such Losses result from, arise out of, are
based upon, or relate to an untrue statement or alleged untrue statement, or
omission or alleged omission, made in such registration statement, any such
prospectus, or preliminary prospectus or any amendment or supplement thereto, or
in any application, in reliance upon, and in conformity with, written
information prepared and furnished in writing to the Company by such holder
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expressly for use therein or by such holder's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such holder with a sufficient number of copies
of the same. In connection with an underwritten offering, the Company shall
indemnify such underwriters, their officers and directors, and each Person who
controls such underwriters (within the meaning of the Securities Act) to the
same extent as provided above with respect to the indemnification of the holders
of Registrable Securities.
(b) In connection with any registration statement in which a holder
of Registrable Securities is participating, each such holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the fullest extent permitted by law, shall indemnify and hold
harmless the other holders of Registrable Securities and the Company, and their
respective officers, directors, agents, and employees, and each other Person who
controls the Company (within the meaning of the Securities Act) against any
Losses caused by, resulting from, arising out of, based upon, or relating to (i)
any untrue or alleged untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus, or any amendment
thereof or supplement thereto or in any application, or (ii) any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or omission is made in such registration statement, any such
prospectus or preliminary prospectus or any amendment or supplement thereto, or
in any application in reliance upon and in conformity with written information
prepared and furnished to the Company by such holder expressly for use therein,
and such holder will reimburse the Company and each such other indemnified party
for any legal or any other expenses incurred by them in connection with
investigating or defending any such Losses; PROVIDED THAT the obligation to
indemnify will be individual, not joint and several, for each holder and shall
be limited to the net amount of proceeds received by such holder from the sale
of Registrable Securities held by such holder pursuant to such registration
statement.
(c) Any Person entitled to indemnification hereunder will (i) give
prompt written notice to the indemnifying party of any claim with respect to
which it seeks indemnification (provided that the failure to give prompt notice
shall not impair any Person's right to indemnification hereunder to the extent
such failure has not prejudiced the indemnifying party) and (ii) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party. If such defense is assumed,
then the indemnifying party will not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by
such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim.
(d) The indemnification provided for under this Agreement shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may
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have pursuant to law or contract, and will remain in full force and effect
regardless of any investigation made or omitted by or on behalf of the
indemnified party or any officer, director, or controlling Person of such
indemnified party and shall survive the transfer of securities.
(e) If the indemnification provided for in this SECTION 6 is
unavailable to or is insufficient to hold harmless an indemnified party under
the provisions above in respect to any Losses referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative fault of the Company on the one hand and the
sellers of Registrable Securities and any other sellers participating in the
registration statement on the other hand or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, then in such proportion as
is appropriate to reflect not only the relative fault referred to in clause (i)
above but also the relative benefit of the Company on the one hand and of the
sellers of Registrable Securities and any other sellers participating in the
registration statement on the other in connection with the statement or
omissions which resulted in such Losses, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the sellers of Registrable Securities and any other sellers participating in
the registration statement on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) to the Company bear to the total net proceeds from the offering
(before deducting expenses) to the sellers of Registrable Securities and any
other sellers participating in the registration statement. The relative fault of
the Company on the one hand and of the sellers of Registrable Securities and any
other sellers participating in the registration statement on the other shall be
determined by reference to, among other things, whether the untrue or alleged
omission to state a material fact relates to information supplied by the Company
or by the sellers of Registrable Securities or other sellers participating in
the registration statement and the parties' relative intent, knowledge, access
to information, and opportunity to correct or prevent such statement or
omission.
(f) The Company and the sellers of Registrable Securities agree that
it would not be just and equitable if contribution pursuant to this SECTION 6
were determined by pro rata allocation (even if the sellers of Registrable
Securities were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in SECTION 6(e) above. The amount paid or payable by an indemnified
party as a result of the Losses referred to in SECTION 6(e) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this SECTION 6, no seller of Registrable Securities shall be
required to contribute pursuant to this SECTION 6 any amount in excess of the
sum of (i) any amounts paid pursuant to SECTION 6(b) above and (ii) the net
proceeds received by such seller from the sale of Registrable Securities covered
by the registration statement filed pursuant hereto. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
7. RULE 144 REPORTING. With a view to making available to the
holders of Registrable Securities benefits of certain rules and regulations of
the Securities and Exchange
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Commission which may permit the sale of securities to the public without
registration, after the completion of any registration pursuant to SECTION 1 or
SECTION 2 above, the Company agrees to:
(a) use commercially reasonable efforts to make and keep public
information available, as those terms are understood and defined in Rule 144
under the Securities Act, or any successor provision thereto, at all times;
(b) use commercially reasonable efforts to file with the Securities
and Exchange Commission in a timely manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act; and
(c) take any further reasonable action reasonably requested by a
Holder to enable such Holder to sell its Registrable Securities without
registration under Rule 144, under any successor provision, or any similar rule
or regulation promulgated by the SEC from time to time.
8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.
(a) No Person may participate in any underwritten registration
hereunder unless such Person (i) agrees to sell such Person's securities on the
basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements (including pursuant to
the terms of any over-allotment or "green shoe" option requested by the managing
underwriter(s), PROVIDED THAT no holder of Registrable Securities will be
required to sell more than the number of Registrable Securities that such holder
has requested the Company to include in any registration) and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements, and other documents reasonably required under the terms of such
underwriting arrangements; PROVIDED THAT no holder of Registrable Securities
included in any underwritten registration shall be required to make any
representations or warranties to the Company or the underwriters (other than
representations and warranties regarding such holder and such holder's intended
method of distribution) or to undertake any indemnification obligations to the
Company or the underwriters with respect thereto, except as otherwise provided
in SECTION 6 hereof.
(b) Each Person that is participating in any registration hereunder
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in SECTION 4(e) above, such Person will immediately
discontinue the disposition of its Registrable Securities pursuant to the
registration statement until such Person's receipt of the copies of a
supplemented or amended prospectus as contemplated by SECTION 4(e). In the event
the Company shall give any such notice, the applicable time period mentioned in
SECTION 4(b) during which a Registration Statement is to remain effective shall
be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to this SECTION 7(b) to and including the
date when each seller of a Registrable Security covered by such registration
statement shall have received the copies of the supplemented or amended
prospectus contemplated by SECTION 4(e).
9. ADDITIONAL STOCKHOLDERS. In connection with the issuance of any
additional equity securities of the Company, the Company, with the consent of
GTCR Fund VII, may permit such person to become a party to this Agreement and
succeed to all of the rights and
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obligations of a holder of any particular category of Registrable Securities
under this Agreement by obtaining an executed counterpart signature page to this
Agreement, and, upon such execution, such person shall for all purposes be a
holder of such category of Registrable Securities and party to this Agreement.
10. DEFINITIONS.
(a) "COMMON STOCK" means any class of the Company's common stock.
(b) "EXECUTIVE REGISTRABLE SECURITIES" means (i) any shares of Common
Stock held as of the date hereof, or acquired hereafter, by the Executives, the
Bajaj Purchasers or the Pearlstein Purchaser and (ii) any other Common Stock
issued or issuable directly or indirectly with respect to the securities
referred to in clause (i) above by way of a stock dividend or stock split or in
connection with an exchange or combination of shares, recapitalization, merger,
consolidation, or other reorganization.
(c) "GETRONICS REGISTRABLE SECURITIES" means (i) any shares of Common
Stock held as of the date hereof, or acquired hereafter from the Company, by
Getronics (including, without limitation, any shares of Common Stock issued or
issuable upon conversion of shares of Class B Preferred) and (ii) any shares of
Common Stock issued or issuable directly or indirectly with respect to the
securities referred to in clause (i) above by way of stock dividend or stock
split or in connection with a combination of securities, recapitalization,
merger, consolidation, or other reorganization.
(d) "INVESTOR REGISTRABLE SECURITIES" means (i) any Common Stock
issued to the Investors pursuant to the Purchase Agreement (whether issued
before, on, or after the Closing Date), (ii) any other securities of the Company
issued or issuable directly or indirectly with respect to the securities
referred to in clause (i) above by way of a stock dividend or stock split or in
connection with an exchange or combination of shares, recapitalization, merger,
consolidation, or other reorganization and (iii) any other shares of Common
Stock held by Persons holding securities that are described in clauses (i) or
(ii) above.
(e) "OTHER REGISTRABLE SECURITIES" means (i) any shares of Common
Stock held as of the date hereof, or acquired hereafter from the Company, by the
Other Stockholders and (ii) any shares of Common Stock issued or issuable
directly or indirectly with respect to the securities referred to in clause (i)
above by way of stock dividend or stock split or in connection with a
combination of securities, recapitalization, merger, consolidation, or other
reorganization.
(f) "REGISTRABLE SECURITIES" means, without duplication, the Investor
Registrable Securities, the Executive Registrable Securities, the Warrant Holder
Registrable Securities, the Getronics Registrable Securities and the Other
Registrable Securities. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (i) they have been
distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public through a broker, dealer, or market maker
in compliance with Rule 144 under the Securities Act (or any similar rule then
in force), (ii) unless the respective Investor otherwise elects, they have been
distributed to the limited partners of any of the Investors, (iii) they have
been effectively registered under a registration statement including, without
limitation,
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<Page>
a registration statement on Form S-8 (or any successor form), (iv) they have
been repurchased by the Company, or (v) all of such securities held by a single
holder (it being understood that all holders of Warrant Holder Registrable
Securities shall be deemed to be a single holder for purposes of this clause
(v)) may be sold in one calendar quarter pursuant to Rule 144 under the
Securities Act (or any similar rule then in force). For purposes of this
Agreement, a Person shall be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire such Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or otherwise,
but disregarding any restrictions or limitations upon the exercise of such
right), whether or not such acquisition has actually been effected; PROVIDED,
that this sentence shall not apply to shares of the common equity securities of
the Company issuable upon the exercise of unvested options originally issued to
employees or former employees of the Company.
(g) "SECURITIES ACT" means the Securities Act of 1933, as amended, or
any successor federal law then in force, together with all rules and regulations
promulgated thereunder.
(h) "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended, or any successor federal law then in force, together with all
rules and regulations promulgated thereunder.
(i) "WARRANT HOLDER REGISTRABLE SECURITIES" means (i) any shares of
Common Stock issued upon the exercise of the Warrants, (ii) any Common Stock
issued or issuable directly or indirectly with respect to the securities
referred to in clause (i) above by way of stock dividend or stock split or in
connection with an exchange or combination of shares, recapitalization, merger,
consolidation or other reorganization and (iii) any other shares of Common Stock
held by the Warrant Holders or any of their transferees. For purposes of this
Agreement, any Person who holds Warrants shall be deemed to own and be the
holder of the shares of Common Stock obtainable upon exercise of the Warrants,
regardless of any restriction or limitation on the exercise of the Warrants.
(j) Unless otherwise stated, other capitalized terms contained herein
have the meanings set forth in the Purchase Agreement.
11. MISCELLANEOUS.
(a) NO INCONSISTENT AGREEMENTS. The Company shall not hereafter enter
into any agreement with respect to its securities which is inconsistent with or
violates the rights granted to the holders of Registrable Securities in this
Agreement.
(b) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. The Company shall
not take any action, or permit any change to occur, with respect to its
securities which would adversely affect the ability of the holders of
Registrable Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement or which would adversely affect the
marketability of such Registrable Securities in any such registration (including
effecting a stock split or a combination of shares).
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<Page>
(c) REMEDIES. Any Person having rights under any provision of this
Agreement shall be entitled to enforce such rights specifically to recover
damages caused by reason of any breach of any provision of this Agreement and to
exercise all other rights granted by law. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of
the provisions of this Agreement and that any party may in its sole discretion
apply to any court of law or equity of competent jurisdiction (without posting
any bond or other security) for specific performance and for other injunctive
relief in order to enforce or prevent violation of the provisions of this
Agreement. Nothing contained in this Agreement shall be construed to confer upon
any Person who is not a signatory hereto any rights or benefits, whether as a
third-party beneficiary or otherwise.
(d) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no
modification, amendment, or waiver of any provision of this Agreement shall be
effective against the Company or the holders of Registrable Securities unless
such modification, amendment, or waiver is approved in writing by the Company
and the holders of at least a majority of the Investor Registrable Securities
then in existence; PROVIDED THAT no such amendment or modification that would
materially and adversely affect holders of one class or group of Registrable
Securities in a manner different than holders of any other class or group of
Registrable Securities (other than amendments and modifications required to
implement the provisions of SECTION 10), shall be effective against the holders
of such class or group of Registrable Securities without the prior written
consent of holders of at least a majority of Registrable Securities of such
class or group materially and adversely affected thereby. No failure by any
party to insist upon the strict performance of any covenant, duty, agreement, or
condition of this Agreement or to exercise any right or remedy consequent upon a
breach thereof shall constitute a waiver of any such breach or any other
covenant, duty, agreement, or condition.
(e) SUCCESSORS AND ASSIGNS.
(i) All covenants and agreements 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, whether or not any express assignment has been made, the provisions of
this Agreement which are for the benefit of purchasers or holders of Registrable
Securities are also for the benefit of, and enforceable by, any subsequent
holder of Registrable Securities. Notwithstanding the foregoing, in order to
obtain the benefit of this Agreement, any subsequent holder of Registrable
Securities must execute a counterpart to this Agreement, thereby agreeing to be
bound the terms hereof.
(ii) Without limiting the foregoing, the rights of the Warrant Holders
hereunder to cause the Company to register Warrant Holder Registrable Securities
in accordance with the terms hereof may be assigned by a Warrant Holder to a
permitted transferee or permitted assignee of any of its Warrant Holder
Registrable Securities; PROVIDED, HOWEVER, that the Company is given written
notice by the Warrant Holder at the time of or within a reasonable time after
the transfer, stating the name and address of the transferee or assignee and
identifying the securities with respect to which such registration rights are
being assigned. Nothing in this Section 11(e)(ii) shall be construed to limit or
otherwise affect any of the provisions of the Stockholders Agreement or
otherwise affect the rights of the holders of any other class of Registrable
Securities to transfer their Registrable Securities in accordance with the
Stockholders Agreement.
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<Page>
(f) 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.
(g) 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.
(h) DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a substantive part of
this Agreement. Whenever required by the context, any pronoun used in this
Agreement shall include the corresponding masculine, feminine, or neuter forms,
and the singular form of nouns, pronouns, and verbs shall include the plural and
visa versa. The use of the word "including" in this Agreement shall be, in each
case, by way of example and without limitation. The use of the words "or,"
"either," and "any" shall not be exclusive. Reference to any agreement,
document, or instrument means such agreement, document, or instrument as amended
or otherwise modified from time to time in accordance with the terms thereof,
and if applicable hereof.
(i) GOVERNING LAW. The corporate law of the State of Delaware shall
govern all issues and questions concerning the relative rights of the Company
and its stockholders. All other issues and questions concerning the
construction, validity, interpretation, and enforcement of this Agreement and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law rules or provisions (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.
(j) 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 overnight 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 each Investor, each Executive, each Warrant
Holder, Getronics and each Other Stockholder at the addresses indicated on the
SCHEDULE OF HOLDERS and to the Company at the address of its corporate
headquarters 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.
(k) 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.
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<Page>
(l) NO STRICT CONSTRUCTION. The parties hereto have participated
jointly in the negotiation and drafting to this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
* * * * *
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<Page>
IN WITNESS WHEREOF, the parties have executed this Registration
Agreement as of the date first written above.
DIGITALNET HOLDINGS, INC.
By: /s/ Jack Pearlstein
---------------------------------------------
Name: Jack Pearlstein
---------------------------------------------
Its: Chief Financial Officer
---------------------------------------------
DIGITALNET, INC.
By: s/ Jack Pearlstein
---------------------------------------------
Name: Jack Pearlstein
---------------------------------------------
Its: Chief Financial 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 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 Canfield
---------------------------------------------
Its: Principal
/s/ Ken S. Bajaj
---------------------------------------------
KEN S. BAJAJ
<Page>
THE J. SUNNY 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 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
---------------------------------------------
<Page>
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
---------------------------------------------
Bhavneet Bajaj, Trustee
By: /s/ Daniel A. Masur
---------------------------------------------
Daniel A. Masur, Trustee
JACK PEARLSTEIN
By: /s/ Jack Pearlstein
---------------------------------------------
THE PEARLSTEIN FAMILY, LLC
<Page>
By: /s/ Jack Pearlstein
---------------------------------------------
Jack Pearlstein, its Managing Member
THE IAN Z. PEARLSTEIN 2001 TRUST
By: /s/ Bruce S. Levin
---------------------------------------------
THE IVANNA V. PEARLSTEIN 2001 TRUST
By: /s/ Bruce S. Levin
---------------------------------------------
STEVE SOLOMON
By: /s/ Steve Solomon
---------------------------------------------
STEVE HANAU
By: /s/ Steve Hanau
---------------------------------------------
BARBARA BARNES
By: /s/ Barbara Barnes
---------------------------------------------
GETRONICSWANG CO. LLC
By: /s/ William J. Clark
---------------------------------------------
Its: Chief Financial Officer
---------------------------------------------
BANC OF AMERICA MEZZANINE CAPITAL LLC
By: /s/ John W. Felix
---------------------------------------------
Its: Principal
---------------------------------------------
<Page>
STOCKHOLDERS AGREEMENT JOINDER
The undersigned hereby agrees to become a party to, to be bound by and
to make the representations and warrants contained in Section of that
certain Bridge Loan Agreement (the "AGREEMENT"), made and entered into as of
November 26, 2002, among DigitalNet, Inc., a Delaware corporaion, DigitalNet
Holdings, Inc., a Delawrae corporation, and Banc of America Mezzanine Capital
LLC ("BAMC") and the other lenders from time to time a party thereto
(collectively, along with BAMC, the "LENDERS" and individually, a "LENDER"),
as such agreement may be amended from time to time. The undersigned will be
deemed a "LENDER" for all purposes under the Agreement.
Date: March 26,2003
AMERICAN CAPITAL STRATEGIES, LTD.
By: /s/ L. Thomas Gregory
----------------------------------
Name: L. Thomas Gregory
----------------------------------
Title: Managing Director
----------------------------------
<Page>
REGISTRATION AGREEMENT JOINDER
The undersigned hereby agrees to become a party to, to be bound by, that
certain Amended and Restated Registration Agreement (the "REGISTRATION
AGREEMENT"), made as of November 26, 2002 by and among DigitalNet, Holdings,
Inc., a Delaware corporation (the "COMPANY"), GRCR Fund VII, L.P., a Delaware
limited partnership, GTCR Co-Invest, L.P., a Delaware limited partnership and
each of the other stockholders of the Company whose names appear on the
Schedule of Stockholders or on the signature pages or joinders to the
Registration Agreement, as such agreement may be amended may be amended from
time to time. The undersigned will be deemed a "Warrant Holder" and a holder
of "Warrant Holder Registrable Securities" for all purposes under the
Registration Agreement.
Date: March 26,2003
AMERICAN CAPITAL STRATEGIES, LTD.
By: /s/ L. Thomas Gregory
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Name: L. Thomas Gregory
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Title: Managing Director
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