Exhibit
10.1


 


[•], 2013


 


 


Global Defense & National Security Systems, Inc.


11921 Freedom Drive, Suite 550

Two Fountain Square


Reston, Virginia 20190


 


Re:INITIAL PUBLIC OFFERING


 


Ladies and Gentlemen:


 


This letter (this
"Letter Agreement") is being delivered to you in accordance with the Underwriting Agreement (the
"Underwriting Agreement") entered into among Global Defense & National Security Systems, Inc., a
Delaware corporation (the “Company”), Cowen & Company, LLC, Maxim Group LLC, and I-Bankers Securities,
Inc. (together with Cowen & Company, LLC and Maxim Group LLC, the “Underwriters”), dated [•],
2013, relating to an underwritten initial public offering (the “IPO”) of up to 6,900,000 shares of common
stock, par value $0.0001 per share (the “Common Stock”) of the Company. The Common Stock shall be sold in
the IPO pursuant to a registration statement on Form S-1 and prospectus (the "Prospectus") filed by the Company
with the Securities and Exchange Commission and the Company shall apply to have the Common Stock listed on the Nasdaq Capital
Market. Certain capitalized terms used herein are defined in Section 13 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the IPO and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.If the Company solicits approval of its stockholders of
a proposed Business Combination, the undersigned will vote all Insider Shares and any shares acquired by the undersigned in the
IPO or the secondary public market in favor of any such proposed Business Combination. The undersigned will not convert any of
the shares of Common Stock owned by the undersigned into their pro rata share of the aggregate amount then on deposit in the Trust
Account in connection with a stockholder vote to approve a Business Combination or in connection with any vote to amend the Amended
and Restated Certificate of Incorporation of the Company or sell any of the shares of Common Stock owned by the undersigned pursuant
to a tender offer as described in the Registration Statement.


 






    	 



    	 



    

 


2.In the event that the Company fails to consummate a Business
Combination within twenty one (21) months from the effective date (the “Effective Date”) of the Registration
Statement, the undersigned will take all reasonable actions within the undersigned’s power to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem
100% of the outstanding IPO Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, less franchise and income taxes to the extent they may be paid from interest earned on the Trust Account, divided
by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and Board of Directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. The undersigned agrees that
in connection with any cessation of the corporate existence of the Company, it will take all reasonable steps to cause the Company
to adopt a plan of distribution in accordance with Section 281(b) of the General Corporation Law of the State of Delaware or any
successor provision thereto. The undersigned hereby waives any and all right, title, interest or claim of any kind (each a “Claim”)
in or to (x) any distribution of the Trust Account with respect to the undersigned’s Insider Shares in connection with a
liquidation and (y) any remaining net assets of the Company after such liquidation. The undersigned hereby waives any Claim against
the Trust Account the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the
Company and will not seek recourse against the funds held in or distributed from the Trust Account for any reason, other than expressly
permitted in the Registration Statement, including the redemption or liquidation of any IPO Shares purchased after the date of
the IPO.


 


3.Except as disclosed in the Registration Statement, neither
the undersigned nor any Affiliate of the undersigned will be entitled to receive and will not accept any compensation for services
rendered to the Company prior to or in connection with the consummation of the Business Combination; provided, that the undersigned
shall be entitled to reimbursement from the Company upon approval by the Company’s Audit Committee for the undersigned’s
reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.


 


4.Neither the undersigned nor any Affiliate of the undersigned
will be entitled to receive or accept from the Company a finder’s fee, broker commission or any other compensation in the
event the undersigned or any Affiliate of the undersigned originates a Business Combination.


 


5.The undersigned shall place the undersigned’s Insider
Shares in escrow, in accordance with the terms of a Securities Escrow Agreement which the Company will enter into with the undersigned
and American Stock Transfer & Trust Company, as escrow agent, in form and substance acceptable to the Company.


 


6.Of the total Insider Shares, 50% of such shares will be
released from escrow six months after the closing of a Business Combination. The remaining 50% of the Insider Shares will be released
from escrow one year after the closing of a Business Combination. Up to 261,290 of the Insider Shares will be released from escrow
and mandatorily redeemed if the over-allotment option is not exercised in full by the Underwriters. Prior to the conclusion of
such escrow periods, the Insider Shares will not be transferred, assigned sold or released from escrow, subject to certain limited
exceptions, including transfers (1) to the Company’s officers, directors and employees, to the undersigned’s affiliates
or its members upon its liquidation, (2) to relatives and trusts for estate planning purposes, (3) by virtue of the laws of descent
and distribution upon death, (4) pursuant to a qualified domestic relations order, (5) by certain pledges to secure obligations
incurred in connection with purchases of the Company’s securities or (6) by private sales made in connection with the consummation
of a Business Combination at prices no greater than the price at which the shares were originally purchased, in each case where
the transferee agrees to the terms of the escrow agreement and mandatory redemption, as the case may be.


 






    	 



    	 



    

 


7.The undersigned shall not transfer, assign or sell any
of the Private Placement Shares (except to certain permitted transferees) until thirty (30) days after the completion of a Business
Combination.


 


8.With respect to the undersigned, the information in the
Registration Statement is true and accurate in all respects and does not omit any material information with respect to the undersigned.
The undersigned represents and warrants that:


 


8.1the undersigned is not subject to, or a respondent
in, any legal action for any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction;


 


8.2the undersigned has never been convicted of or pleaded
guilty to any crime (i) involving any fraud; (ii) relating to any financial transaction or handling of funds of another person;
(iii) pertaining to any dealings in any securities; or (iv) moral turpitude, and the undersigned is not currently a defendant in
any such criminal proceeding;


 


8.3the undersigned has never been suspended or expelled
from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked;


 


8.4a petition under any federal bankruptcy laws or any
state insolvency law was not filed by or against, nor was a receiver, fiscal agent or similar officer appointed by a court for
the business or property of the undersigned, or for any partnership in which the undersigned was a general partner within the past
ten years;


 


8.5the undersigned has not been subject to any order
prohibiting and is not subject to any legal proceeding seeking to prohibit the undersigned from engaging in any type of business
practice;


 


8.6the undersigned has not been found by a court of
competent jurisdiction in a civil action by the Securities and Exchange Commission or by any other federal or state administrative
or regulatory authority to have violated any federal or state securities law;


 


8.7the undersigned has not been found by a court of
competent jurisdiction in a civil action by the Commodity Futures Trading Commission or by any other federal or state administrative
or regulatory authority to have violated any federal or state commodities law; and


 






    	 



    	 



    

 


8.8the Company will not consummate any Business Combination
that involves a target acquisition which is affiliated with Global Defense & National Security Holdings LLC, a Delaware limited
liability company (the "Sponsor"), or any of the officers or directors of the Company, including (i) an entity that is
affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates
are currently officers or directors, or (iii) an entity in which any of the foregoing or their affiliates are currently invested
through an investment vehicle controlled by them (except an entity in which any of the foregoing or their affiliates are currently passive investors and had in the aggregate greater than 1% of the outstanding stock), unless the Company has obtained an opinion from an independent investment banking
firm which is a member of the Financial Industry Regulatory Authority and the approval of a majority of the Company’s disinterested
and independent directors (if it has any at that time) that the Business Combination is fair to its unaffiliated stockholders from
a financial point of view.


 


9.[In the event of the distribution of the Trust Account
upon the Company’s failure to complete a Business Combination within twenty-one (21) months from the Effective Date, the
undersigned agrees (for purposes of this paragraph 9, the undersigned shall be referred to as the “Indemnitor”) to
indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but
not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i)
any third party for services rendered or contracted for or products sold to the Company or (ii) a prospective target business with
which the Company has entered into an acquisition agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor shall apply only to the extent necessary to ensure that such claims by a Target or by a third
party for services rendered or products sold to the Company do not reduce the amount of funds in the Trust Account to below $10.55
per IPO Share and provided, further, that such indemnification of the Company by the Indemnitor shall apply only if such third
party or Target has not executed an agreement waiving claims against and all rights to seek access to the Trust Account. Notwithstanding
any of the foregoing, such indemnification of the Company by the Indemnitor shall not apply as to any claims against the Company
by the underwriters of the IPO. The Indemnitor shall have the right to defend against any such claim with counsel of its choice
reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the
Indemnitor notifies the Company in writing that the Indemnitor shall undertake such defense. The Indemnitor agrees not to seek
repayment of such expenses from the Company or the holders of the IPO Shares. Notwithstanding the foregoing, this paragraph 9 shall
cease to be applicable upon consummation of a Business Combination.]1



 


10.This Letter Agreement shall be binding on the Company
and the undersigned and the undersigned’s respective successors, heirs, personal representatives and assigns. This letter
agreement shall terminate on the earlier of (i) the date upon which the Business Combination is consummated and (ii) the date upon
which the liquidation and distribution of the Trust Account is completed, provided that the following Sections shall survive such
termination: 3, 4, 5, 11, 12, and 13.


 


 


 


 


 


 


 


 


 








1
To be included in letter agreement between the Company and the Sponsor.


  






    	 



    	 



    

 


11.This Letter 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). Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him or it
arising out of or relating in any way to this letter 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 irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.


 


12.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 Letter Agreement.


 


13. As used herein:


 


13.1“Affiliate” shall have the meaning
ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.


 


13.2.“Business Combination” shall
have the meaning set forth in the Registration Statement.


 


13.3“Insiders” shall mean each of
the following:


 


	 	Damian Perl
	 	Dale R. Davis
	 	Craig Dawson
	 	Frederic Cassis
	 	Gavin Long
	 	Dean G. Popps
	 	Hon. David C. Gompert
	 	Dr. John Gannon
	 	Global Defense & National Security Holdings LLC


 


13.4“Insider Shares” shall mean all
of the shares of Common Stock of the Company issued prior to the IPO and prior to the Private Placement Shares.


 


13.5“IPO Shares” shall mean the shares
of Common Stock issued in the Company’s IPO.


 


13.6“Registration Statement” shall
mean the registration statement filed by the Company on Form S-1 (No. 333-191195) with the Securities and Exchange Commission on
September 16, 2013, and any amendment or supplement thereto, in connection with the IPO.


 


13.7“Private Placement Shares” shall
mean the shares of Common Stock to be purchased by the undersigned simultaneously with and subject to the consummation of the Company’s
IPO, as set forth in that certain Private Placement Agreement, dated as of [•], 2013, by and between the Company and the undersigned.


 






    	 



    	 



    

 


13.8“Trust Account” shall mean the
trust account established pursuant to the Investment Management Trust Agreement to be entered into by and between the Company and
American Stock Transfer & Trust Company, as Trustee (the “Trust Agreement”), the amounts therein to be released
only in the event of the consummation of a Business Combination, a liquidation of the Company or as otherwise permitted by the
Trust Agreement.


 


14.No term or provision of this letter agreement may be
amended, changed, waived, altered or modified except by written instrument executed and delivered by the undersigned and the Company.


 


15. The undersigned’s biographical information, in
the case of an individual, furnished to the Company is true and accurate in all respects and does not omit any material information
with respect to the undersigned’s background. In the case of an individual, the undersigned’s questionnaire furnished
to the Company is true and accurate in all respects. The undersigned represents and warrants that: the undersigned is not subject
to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; the undersigned has never been convicted of,
or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another
person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal
proceeding; and the undersigned has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked.


 


16. The undersigned, in the case of an individual, has full
right and power, without violating any agreement to which he or she is bound (including, without limitation, any non-competition
or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve as an officer
of the Company or as a director on the board of directors of the Company, as applicable, and hereby consents to being named in
the Registration Statement as an officer and/or director of the Company, as applicable.


 






    	 



    	 



    

 


	 	Sincerely,	 
	 	 	 
	 	 	 
	 	[	]


 


 


 


 


Accepted and agreed:


 


GLOBAL DEFENSE & NATIONAL SECURITY


SYSTEMS, INC.


 


	By:		 
	Name:  	 	 
	Title:   	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Insider Letter]