Exhibit
10.5 


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT is entered
into as of October [•], 2013, by and between Global Defense & National Security Systems, Inc., a Delaware corporation
(the “Company”), and Global Defense & National Security Holdings LLC (the “Investor”).


 


WHEREAS, as of the date hereof, the Investor
holds all of the issued and outstanding shares of common stock (the “Common Stock”) of the Company (the “Initial
Shares”);


 


WHEREAS, concurrently with the Company’s
initial public offering, the Company will issue pursuant to a binding agreement with the Investor an aggregate of 585,000 shares
of Common Stock (the “Private Placement Shares”); and


 


WHEREAS, the Investor and the Company desire
to enter into this Agreement to provide the Investor with certain rights relating to the registration of the Initial Shares, the
Private Placement Shares and any Working Capital Shares (defined below);


 


WHEREAS, the Investor and the Company desire
to enter into this Agreement to provide the Investor with certain rights relating to the registration of the Initial Shares and
the Private Placement Shares.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:


 


1.Definitions. The following
capitalized terms used herein have the following meanings:


 


“Agreement” means this
Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Board” means the board
of directors of the Company.


 


“Business Combination”
shall have the meaning set forth in the Amended and Restated Articles of Incorporation of the Company.


 


“Commission” means the
Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock” means the
common stock, par value $0.0001 per share, of the Company.


 


“Company” is defined in
the preamble to this Agreement.


 


“Demand Registration” is
defined in Section 2.1.1.


 


“Demanding Holder” is defined
in Section 2.1.1.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.


 


“Form S-3” is defined in
Section 2.3.


 






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Exhibit
10.5 


 


“Indemnified Party” is
defined in Section 4.3.


 


“Indemnifying Party” is
defined in Section 4.3.


 


“Initial Units” is defined
in the recitals to this Agreement.


 


“Investor” is defined in
the preamble to this Agreement.


 


“Investor Indemnified Party”
is defined in Section 4.1.


 


“Maximum Number of Securities”
is defined in Section 2.1.4.


 


“Notices” is defined in
Section 6.3.


 


“Person” means an individual,
a partnership, a limited liability company, a joint venture, a corporation, a trust, an unincorporated organization, a government
or any department or agency thereof, or any entity similar to any of the foregoing.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Pro Rata” is defined in
Section 2.1.4.


 


“Register,” “Registered”
and “Registration” mean a registration effected by preparing and filing a registration statement or similar
document in compliance with the requirements of the Securities Act, and such registration statement becoming effective.


 


“Registrable Securities”
mean (i) the Initial Shares, (ii) the Private Placement Shares, and any Working Capital Shares owned or held by the Investor. Registrable
Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution
with respect to or in exchange for or in replacement of Registrable Securities. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged
in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for
them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution
of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d)
all such Registrable Securities held by the Investor may be sold in a single transaction without registration in compliance with
Rule 144, including if applicable Rule 144(e), under the Securities Act.


 


“Registration Statement”
means a registration statement filed by the Company with the Commission in compliance with the Securities Act for a public offering
and sale of Common Stock or other securities of the Company (other than a registration statement on Form S-4 or S-8 (or any successor
or substantially similar form), or in connection with (i) an employee stock option, stock purchase or compensation plan or securities
issued or issuable pursuant to any such plan, (ii) a dividend reinvestment plan or (iii) an offering of debt that is convertible
into equity securities of the Company).


 


“Release Date” means (a)
with respect to the Private Placement Shares and the Working Capital Shares, the 30th day following the consummation
of a Business Combination, and (b) with respect to the Initial Shares, the date on which the Initial Shares may be released from
escrow pursuant to the terms of the Amended and Restated Subscription Agreement between the Company and the Investor, dated as
of July 19, 2013, relating to the Initial Shares.


 






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Exhibit
10.5 


 


“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Private Placement Shares”
is defined in the recitals to this Agreement.


 


“Underwriter” means a securities
dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Working Capital Shares”
means any shares held by the Investor, officers or directors of the Company or their affiliates which may be issued in payment
of working capital loans made to the Company.


 


2.Registration Rights.


 


2.1Demand Registration.


 


2.1.1Request for Registration.
At any time commencing three (3) months prior to the applicable Release Date, and from time to time thereafter, the holders of
a majority-in-interest of the Registrable Securities held by the Investor or the permitted transferees of the Investor, may make
a written demand for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”);
provided, that any Registration Statement filed with the Commission with respect to a Demand Registration shall not be declared
effective before the applicable Release Date. Any demand for a Demand Registration shall specify the number of Registrable Securities
proposed to be sold and the intended method(s) of distribution thereof. The Company will within ten (10) days of the Company’s
receipt of the Demand Registration, notify all holders of Registrable Securities of the demand, and each holder of Registrable
Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each
such holder including Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company
in writing within ten (10) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the Demand Registration pursuant to a Demand Registration
and the Company will effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s
receipt of the Demand Registration. The Registration of all Registrable Securities requested by the Demanding Holders and Requesting
Holders pursuant to such Demand Registration, subject to Sections 2.1.3, 2.1.4, 3.4 and the provisos set forth in Section 3.1.1.
The Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations under this Section 2.1.1 in
respect of Registrable Securities; provided, however, that a Registration shall not be counted for such purposes
unless a Form S-1 or any similar long-form registration statement that may be available at such time ("Form S-1")
has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the
Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.


 


2.1.2Effective
Registration. Notwithstanding  the provisions of subsection 2.1.1 above or any other part of this Agreement, a
registration will not count as a Demand Registration until the Registration Statement filed with the Commission with respect
to such Demand Registration has been declared effective and the Company has complied with all of its material
obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has
been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any
stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with
respect to such Demand Registration will be deemed not to have been declared effective unless and until such stop order
or injunction is removed, rescinded or otherwise terminated; provided, further, that the Company shall not be obligated to
file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration
or is terminated.


 






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Exhibit
10.5 


 


2.1.3Underwritten Offering. If
a majority-in-interest of the Demanding Holders so elects and such holders so advise the Company as part of their written demand
for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form
of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration
shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable
Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for
such underwriting by a majority-in-interest of the Demanding Holders, which Underwriter or Underwriters shall be reasonably acceptable
to the Company.


 


2.1.4Reduction of Offering. If
the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company and
the Demanding Holders in writing that the dollar amount or amount of Registrable Securities which the Demanding Holders desire
to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares
of Common Stock or other securities, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum
number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities,
as applicable, the “Maximum Number of Securities”), then the Company shall include in such registration: (i) first,
the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in accordance
with the number of shares that each such Person has requested be included in such registration, regardless of the number of shares
held by each such Person (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding
the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other Persons that
the Company is obligated to register pursuant to written contractual arrangements with such Persons and that can be sold without
exceeding the Maximum Number of Securities.


 


2.1.5Withdrawal. If a majority-in-interest
of the Demanding Holders disapproves of the terms of any underwriting or are not entitled to include all of their Registrable Securities
in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by giving written
notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration
Statement filed with the Commission with respect to such Demand Registration.


 






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Exhibit
10.5 


 


 


2.2Piggy-Back Registration.


 


2.2.1Piggy-Back Rights. If at
any time after the applicable Release Date, the Company proposes to file a Registration Statement under the Securities Act with
respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account and/or for stockholders of the Company for their account, then the
Company shall (x) give written notice of such filing to the holders of Registrable Securities, which notice shall describe the
amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice
the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within five
(5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities
to be included in such registration and shall use reasonable efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute
their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 


2.2.2Reduction of Piggyback Registration.
If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the
Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock or
other securities which the Company desires to sell, taken together with shares of Common Stock or other securities, if any,
as to which registration has been demanded pursuant to written contractual arrangements with Persons other than the holders
of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this
Section 2.2, and the shares of Common Stock or other securities, if any, as to which registration has been requested pursuant
to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of
Securities, then the Company shall include in any such registration:


 


(a)If the registration is undertaken for
the Company’s account: (i) first, the shares of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clause (i), the shares of Common Stock or other securities, if any, comprised of Registrable
Securities as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights
of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Common
Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual
piggy-back registration rights with such Persons and that can be sold without exceeding the Maximum Number of Securities; and


 


(b)If the registration is a “demand”
registration undertaken at the demand of Persons other than the holders of Registrable Securities, (i) first, the shares of Common
Stock or other securities for the account of the demanding Persons that can be sold without exceeding the Maximum Number of Securities;
(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the
shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i) and (ii), the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares
of Common Stock or other securities for the account of other Persons that the Company is obligated to register pursuant to written
contractual arrangements with such Persons, that can be sold without exceeding the Maximum Number of Securities.


 






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Exhibit
10.5 


 


 


2.2.3Withdrawal. Any holder of
Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back
Registration for any or no reason whatsoever by giving written notice to the Company and the Underwriter or Underwriters (if any) of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to
written contractual obligations) may withdraw (or postpone the filing of) a registration statement at any time prior to the effectiveness
of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3Registrations on Form S-3.
The holders of Registrable Securities may at any time and from time to time, request in writing that the Company, pursuant to
Rule 415 under the Securities Act (or any successor rule promulgated thereunder by the Commission), register the resale of
any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such
time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through
an underwritten offering. Within five (5) days of the Company's receipt of such written request, the Company will give written notice of the
proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the
registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified in such
request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any
other holder or holders joining in such request as are specified in a written request given within fifteen (15) days after
receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any
such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the
holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion
in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the
public of less than $1,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand
Registrations effected pursuant to Section 2.1.


 


2.3.1Restrictions on Registration
Rights. If (A) during the period starting with the date sixty (60) days prior to the Company's good faith estimate of the
date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated
Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration
pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the
Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a
certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental
to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the
filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not
more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more
than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall
be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held
by any Holder, until after the expiration of the applicable escrow period.


 


3.Registration Procedures.


 


3.1Filings; Information. Whenever
the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its
reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s)
of distribution thereof as expeditiously as reasonably practicable, and in connection with any such request:


 


3.1.1Filing Registration Statement.
Subject to Sections 2.1.6 and 2.3.1, the Company shall, as expeditiously as reasonably possible and in any event within sixty (60)
days after receipt of a demand for registration of Registrable Securities pursuant to Sections 2.1 or 2.3, prepare and file with
the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall
deem appropriate and which form shall be available for the sale of all Registrable Securities to be registered thereunder in accordance
with the intended method(s) of distribution thereof, and shall use reasonable efforts to cause such Registration Statement to become
and remain effective for the period required by Section 3.1.3.


 






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Exhibit
10.5 

 


 


3.1.2Copies. The Company shall
upon request, prior to filing a Registration Statement or prospectus in respect of Registrable Securities, or any amendment or
supplement thereto, furnish without charge to the holders of Registrable Securities included in such registration, and such holders’
legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included
in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable
Securities included in such registration or legal counsel for any such holders may request in order to facilitate the disposition
of the Registrable Securities owned by such holders.


 


3.1.3Amendments and Supplements.
The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to
such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement
effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered
by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days plus any period during which any
such disposition is interfered with by any stop order or injunction of the Commission or any governmental agency or court).


 


3.1.4Notification. After the
filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such
holders within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective;
(ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance
by the Commission of any stop order (and the Company shall take all reasonable actions required to prevent the entry of such stop
order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration
Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation
of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by
such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the
holders of Registrable Securities included in such Registration Statement any such supplement or amendment.


 


3.1.5State Securities Laws Compliance.
The Company shall use its reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration
Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable
Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved
by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and
all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph or subject itself to taxation in any such jurisdiction.


 






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Exhibit
10.5 


 


 


3.1.6Agreements for Disposition.
The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take
such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities
included in such Registration Statement. Such holders shall agree to such representations, warranties, covenants and indemnification
and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the Underwriters.


 


3.1.7Cooperation. The principal
executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company
and all other officers and members of the management of the Company shall cooperate in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8Records. The Company shall
make available for inspection by the holders of Registrable Securities included in a Registration Statement, any Underwriter participating
in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional retained by any holder
of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records, pertinent
corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection
with such Registration Statement.


 


3.1.9Opinions and Comfort Letters.
If a Registration Statement in respect of Registrable Securities includes an underwritten public offering, the Company shall furnish
or cause to be furnished such documents and certificates as may be reasonably requested by the participating holders and the managing
Underwriters, including customary opinions of counsel and “cold comfort” letters as may be reasonably required pursuant
to the underwriting agreement relating thereto. In the event no legal opinion is delivered to any Underwriter, the Company shall
furnish to each holder of Registrable Securities included in such Registration Statement, at any time that such holder elects to
use a prospectus, a letter of counsel to the Company to the effect that the Registration Statement containing such prospectus has
been declared effective and that no stop order is in effect.


 


3.1.10Earnings Statement. The
Company shall comply with all applicable rules and regulations of the Commission promulgated under the Securities Act, and make
available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, beginning
within three (3) months after the 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.


 


3.1.11Listing. The Company shall
use its reasonable efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise
designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such
similar securities are then listed or designated, in a manner satisfactory to the majority-in-interest, on an as-converted to Common
Stock basis, of the holders of Registrable Securities included in such Registration Statement.


 






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Exhibit
10.5 


 


 


3.2Obligation to Suspend Distribution.
Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), or, in the
case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written
insider trading compliance program adopted by the Board, of the ability of all “insiders” covered by such program to
transact in the Company’s securities because of the existence of material non-public information, each holder of Registrable
Securities included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the
Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated
by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities
is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other than
permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.


 


3.3Registration Expenses. The Company
shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration
pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing
or complying with its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including,
without limitation: (i) all registration and filing fees, (ii) fees and expenses of compliance with securities or “blue sky”
laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii)
printing expenses, (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of
its officers and employees), (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as
required by Section 3.1.11, (vi) Financial Industry Regulatory Authority, Inc. fees, (vii) fees and disbursements of counsel for
the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses
or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9), (viii) the
fees and expenses of any special experts retained by the Company in connection with such registration, and (ix) the fees and expenses
of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration.
The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities
being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally,
in an underwritten offering, all selling stockholders and the Company shall bear the reimbursable expenses of the Underwriter,
if any, pro rata in proportion to the respective amount of shares each is selling in such offering.


 


3.4Information. The holders of
Registrable Securities shall provide such information as may reasonably be requested by the Company or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order
to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with
the Company’s obligation to comply with federal and applicable state securities laws.


 






    	9



    	 



    

 


Exhibit
10.5 

 


 


4.Indemnification and Contribution.


 


4.1Indemnification by the Company.
The Company agrees to indemnify and hold harmless the Investor and each other holder of Registrable Securities, and each of their
respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls
(within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act) the Investor or other holder of Registrable
Securities (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages
or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of
a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under
the Securities Act, any preliminary prospectus, free writing prospectus, final prospectus or summary prospectus contained in the
Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission
(or alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company
and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly
reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified
Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability
arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such
Registration Statement, preliminary prospectus, free writing prospectus, final prospectus, or summary prospectus, or any such amendment
or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder
expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates,
directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of
the indemnification provided above in this Section 4.1.


 


4.2Indemnification by Holders of Registrable
Securities. Each selling holder of Registrable Securities will, in the event that any registration is being effected under
the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless
the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other Person,
if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any expenses,
losses, judgments, claims, damages or liabilities, whether joint or several, insofar as such expenses, losses, judgments, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue
statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement,
or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission
to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement
or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder
expressly for use therein, and each selling holder of Registrable Securities shall reimburse the Company, its directors, officers
and each Underwriter (if any), and each other selling holder or controlling Person for any legal or other expenses reasonably incurred
by any of them in connection with investigating or defending any such loss, judgment, claim, damage, liability or action. Each
selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount
of any net proceeds actually received by such selling holder.


 






    	10



    	 



    

 


Exhibit
10.5 


 


 


4.3Conduct of Indemnification Proceedings.
Promptly after receipt by any Person of any notice of any expense, loss, judgment, claim, damage or liability or any action in
respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”) shall,
if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the
“Indemnifying Party”) in writing of the expense, loss, judgment, claim, damage, liability or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability
which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party
is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action
brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and,
to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election
to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for
any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable
costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are
named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate
counsel) to represent the Indemnified Party and its controlling Persons who may be subject to liability arising out of any claim
in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the reasonable fees and
reasonable expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry
of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or
settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4Contribution.


 


4.4.1If the indemnification provided
for in the foregoing Sections 4.1 and 4.2 is unavailable to any Indemnified Party in respect of any expense, loss, judgment, claim,
damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a result of such expense, loss, judgment, claim, damage,
liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such expense, loss, judgment, claim, damage, liability or
action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such
Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


4.4.2The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other
method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section
4.4.1.


 


4.4.3The amount paid or payable by an
Indemnified Party as a result of any expense, loss, judgment, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount
of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder
from the sale of Registrable Securities which gave rise to such contribution obligation. 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.


 






    	11



    	 



    

 


Exhibit
10.5 


 


 


5.Underwriting and Distribution.


 


5.1Rule 144. The Company covenants
that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further
action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable
such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar Rule or regulation
hereafter adopted by the Commission.


 


6.Miscellaneous.


 


6.1Other Registration Rights. The
Company represents and warrants that no Person, other than a holder of the Registrable Securities, has any right to require the
Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital
stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of
any other Person.


 


6.2Assignment; No Third Party Beneficiaries.
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company
in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may
be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer
of the Registrable Securities held by any such holder. This Agreement and the provisions hereof shall be binding upon and shall
inure to the benefit of each of the parties hereto and the permitted assigns of the Investor or holder of Registrable Securities
or of any assignee of the Investor or holder of Registrable Securities. This Agreement is not intended to confer any rights or
benefits on any Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 


6.3Notices. All notices, demands,
requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder
or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable overnight
courier service with charges prepaid, or transmitted by hand delivery or facsimile, addressed as set forth below, or to such other
address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service
or transmission if personally served or transmitted by facsimile; provided, that if such service or transmission is not on a business
day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as
provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable overnight
courier service with an order for next-day delivery.


 






    	12



    	 



    

 


Exhibit
10.5 


 


 


To the Company:



Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550

Two Fountain Square

Reston, Virginia 20190

Attn: Dale R. Davis


 


with a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

525 University Avenue, Suite 1400

Palo Alto, California 94301

Attn: Gregg A. Noel, Esq., Thomas J. Ivey, Esq.


 


To the Investor:


 


Global Defense & National Security
Holdings LLC

c/o Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550

Two Fountain Square

Reston, Virginia 20190

Attn: Frederic Cassis


 


6.4Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible that is valid and enforceable.


 


6.5Counterparts. This Agreement
may be executed by facsimile and in multiple counterparts, all of which taken together shall constitute one and the same instrument.


 


6.6Entire Agreement. This Agreement
(including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto)
constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.


 


6.7Modifications and Amendments.
The Company may from time to time supplement or amend this Agreement without the approval of the Investor in order to cure any
ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions
herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company may deem necessary
or desirable and that the Company, in the exercise of reasonable judgment, determines will not materially adversely affect the
interest of the Investor. All other modifications or amendments shall require the written consent of the holders of a majority-in-interest
of the Registrable Securities.


 


6.8Titles and Headings. Titles
and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this
Agreement.


 


6.9Waivers and Extensions. Any
party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver
will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this
Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time
for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations
or acts.


 






    	13



    	 



    

 


Exhibit
10.5 


 


 


6.10Remedies Cumulative. In the
event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement,
the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action
at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any
such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or
to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred
under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any
other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or
otherwise.


 


6.11Governing Law. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and
to be performed in that State, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law
and the New York Civil Practice Laws and Rules 327(b). The parties hereto agree that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and the parties hereto irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive. The parties hereto hereby waive any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum.


 


6.12Waiver of Trial by Jury. Each
party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other
proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.


 


[Remainder of
page intentionally left blank]


 






    	14



    	 



    

 


Exhibit
10.5 


 


 


IN WITNESS WHEREOF, the parties have caused
this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written
above.


 


	 	GLOBAL DEFENSE & NATIONAL SECURITY
SYSTEMS, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	GLOBAL DEFENSE & NATIONAL SECURITY
HOLDINGS LLC
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Registration Rights Agreement]