**Exhibit 10.35**

**REGISTRATION RIGHTS AGREEMENT**

THIS REGISTRATIONRIGHTS AGREEMENT (this “Agreement”) is entered into as of November 25, 2009 by and among (i) Global Defense Technology & Systems, Inc., a Delaware corporation (the “Company”), (ii) Contego Systems, LLC, aDelaware limited liability company (“Contego”), and (iii) Ronald Jones (“Jones” and together with Contego and any other Persons who shall be valid transferees of Registrable Securities (as hereinafter defined) and whoexecute a counterpart hereto pursuant to the provisions of, and subject to the restrictions and rights set forth in, this Agreement, are referred to herein collectively as the “Holders” and individually as a “Holder”).

WHEREAS, as of the date hereof, Contego owned 4,040,000 shares of Common Stock, par value $0.01 per share, of the Company(the “Common Stock”) and Jones owned 360,000 shares of Common Stock; 

WHEREAS, the Company and the Holders desire toenter into this Agreement in order to provide the Holders with certain rights with respect to the registration of their shares of Common Stock; and 

WHEREAS, capitalized terms used in this Agreement shall have the meanings ascribed to them in Article 2 hereof. 

NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows: 

 

1.1.1    Demand Registration Rights.  Subject to the terms and conditions hereinafter set forth, at any time beginning on the 180th day following an IPO, Contego may request registration for saleunder the Act of all or part of the Registrable Securities then held by it, and upon such request the Company will promptly take the actions specified in Section 1.1.2; provided that the Company shall have no obligation to effect aregistration pursuant to this Section 1.1.1 unless such registration includes a number of Registrable Securities representing at least 20% of the Registrable Securities held by Contego at the time of such request. 

1.1.2    Demand Procedures.  Within ten (10) Business Days after receipt by the Company of awritten registration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written noticeto all other Holders of the proposed registration, and such other Holders, if any, shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed tobe registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its ownaccount. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on an appropriate form concerning all Registrable Securities specified in the demandrequest and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request

from any other Holders, and (ii) cause the registration statement to be declared effective. At the request of Contego, the Company shall cause each offering pursuant to Section 1.1.1 tobe managed, on a firm commitment basis, by a recognized regional or national underwriter selected by Contego and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement incustomary form and containing customary terms reasonably acceptable to the Company and Contego with the underwriter or underwriters selected for such underwriting. Contego and all Holders intending to participate in such proposed registration mustagree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) registrations in total requested byContego under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive twelve-month period; provided, however, that any such request shall be deemed satisfied only when aregistration statement covering at least 80% of the Registrable Securities specified in the notices as aforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by Contego, has becomeeffective. 

1.1.3    Delay by Company.  The Company shall not be required to effect ademand registration under the Act pursuant to Section 1.1.1 or Section 1.3 hereof if (i) the Company receives a request for any such registration less than ninety (90) days preceding the anticipated effective date of a proposedunderwritten public offering of securities of the Company approved by the Company’s Board of Directors prior to the Company’s receipt of the request and in such event the Company shall not be required to effect any such requestedregistration until one hundred twenty (120) days after the effective date of such proposed underwritten public offering, provided that the Company makes reasonable good faith efforts to cause such underwritten public offering to be declaredeffective; (ii) within ninety (90) days prior to any such request for registration, a registration of securities of the Company has been effected in which the Holders had the right to participate pursuant to this Section 1.1 orSection 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such a demand registration at such time would be seriously detrimental to the Company (and the Chief Executive Officer ofthe Company provides a signed certificate to that effect to Contego) because it would (a) necessitate the untimely disclosure of a proposed business combination or other currently proposed transaction or (b) require premature disclosure ofmaterial information that the Company has a bona fide business purpose for preserving as confidential; provided, however, that the Company may only delay a demand registration pursuant to this Section 1.1.3 for a period notexceeding ninety (90) days (or until such earlier time as such transaction is consummated or no longer proposed) and may only defer any such filing pursuant to this Section 1.1.3 once per calendar year. The Company shall promptly notify inwriting the Holders requesting registration of any decision not to effect any such request for registration pursuant to this Section 1.1.3, which notice shall set forth in reasonable detail the reason for such decision and shall include anundertaking by the Company promptly to notify such Holders as soon as a demand registration may be effected. 

1.1.4    Reduction.  If a registration initiated by Contego pursuant to Section 1.1.1 is an underwritten registration and the managing underwriters advise the Company and the Holders participatingin the registration that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in such offering, then the amount ofsuch shares that

 

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may be included in such registration shall be allocated as follows: (i) first, the shares proposed to be sold by Contego exercising rights under Section 1.1.1, shall be included in suchregistration, (ii) second, the shares proposed to be sold by any other Holders shall be included in such registration and, if all such shares cannot be included in such underwriting due to marketing factors, the amount of shares to be includedin such registration by all such other Holders shall be allocated pro rata among such Holders in proportion to the number of Registrable Securities owned by them, and (iii) third, the shares proposed to be sold by the Company shall be includedin such registration. 

1.1.5    Withdrawal.  Any Holder participating in any demandregistration pursuant to this Section 1.1 may withdraw such Holder’s shares from such registration at any time before a registration statement is declared effective, and the Company may withdraw such registration statement if noRegistrable Securities are then proposed to be included. In the event the Company is not obligated to effect any requested registration under Section 1.1.1 by virtue of Section 1.1.3, such request shall not be deemed to be a request forregistration for purposes of Section 1.1.1 until such time as the registration is effected. 

1.2    Piggyback Registration Rights. 

1.2.1    Request.  If at any time or times after the IPO, the Company proposes to file a registration statement covering any of its securities under the Act (whether to be sold by it or by one or moreselling stockholders), other than (i) an offering pursuant to a demand registration under Section 1.1.1 hereof (in which case, the Holders shall be entitled to receive notice of, and participate in, such registration in accordance with theterms of Section 1.1 hereof) or (ii) an offering registered on Form S-8 or Form S-4, or successor forms relating to employee stock plans and business combinations, the Company shall, not less than ten (10) Business Daysprior to the proposed filing date of the registration form, give written notice of the proposed registration to all Holders specifying in reasonable detail the proposed transaction to be covered by the registration statement and, at the writtenrequest of any Holder delivered to the Company within twenty (20) days after the giving of such notice, but subject to the terms of Section 1.2.2 below, the Company shall include in such registration and offering, and in any underwritingof such offering, all Registrable Securities as any such Holder shall request the Company to include in such registration and offering. The Company shall have no obligation to include shares owned by any Holder in a registration statement pursuantto this Section 1.2 unless and until such Holder, if such registration is an underwritten offering, agrees to enter into an underwriting agreement, a custody agreement and power of attorney and any other customary documents required in anunderwritten offering all in customary form and containing customary provisions. 

1.2.2    Reduction.  If a registration in which any Holder has the right or is otherwise permitted to participate pursuant to this Section 1.2 is an underwritten registration and the managingunderwriters advise the Company in writing that in their opinion due to marketing factors the number of shares of Common Stock requested to be included in such registration exceeds the number which can reasonably be expected to be sold in suchoffering, the Company may (subject to the allocation priority set forth below) limit the number of the Holders’ Registrable Securities to be included in the registration and underwriting to not less than twenty percent (20%) of the sharesincluded therein (based on the number of shares). If all requested shares cannot be included in such registration due to this limitation, the amount of shares to be

 

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included in such registration by all such Holders shall be allocated pro rata among such Holders in proportion to the number of Registrable Securities owned by them. 

1.3    Registration on Form S-3.  Subject to the limitations set forth in Section 1.1.3 andthe other terms and conditions hereinafter set forth, if at any time the Company is eligible to use Form S-3 (or any successor form) for secondary sales Contego may request (by written notice to the Company stating the number of RegistrableSecurities proposed to be sold and the intended method of disposition) that the Company file a registration statement on Form S-3 (or any successor form) for a public sale of all or any portion of the Registrable Securities beneficially ownedby it, or that the Company take all steps necessary to include such Registrable Securities in a Form S-3 that the Company has previously filed under Rule 415 under the Act (to the extent reasonably practicable), provided that thereasonably anticipated aggregate price to the public of such Registrable Securities shall be at least $2,000,000. At the written request of Contego, such registration shall be for a delayed or continuous offering under Rule 415 under the Act.Upon receiving such request, the Company shall use its best efforts to promptly file a registration statement on Form S-3 (or any successor form), or file an appropriate post-effective amendment or supplement to an existing registrationstatement, to register under the Act for public sale in accordance with the method of disposition specified in such request, the number of shares of Registrable Securities specified in such request and shall otherwise carry out the actions specifiedin Section 1.1.2 and 1.4. There shall be no limitation on the total number of registrations on Form S-3 which may be requested and obtained under this Section 1.3. 

1.4    Registration Procedures.  Whenever any Holder has requested that any shares be registeredpursuant to Sections 1.1, 1.2 or 1.3 hereof, the Company shall, as expeditiously as reasonably possible: 

(1)    prepare and file with the SEC a registration statement, or prepare and file an appropriate post-effective amendment or supplement to an existing registration statement, with respect to such shares and use its bestefforts to cause such registration statement, post-effective amendment or supplement to become effective as soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments orsupplements thereto, the Company shall, to the extent practicable, furnish such Holder with copies of all such documents proposed to be filed); 

(2)    prepare and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep suchregistration statement effective for a period of not less than one-hundred twenty (120) days or until such earlier time as such Holder has completed the distribution described in such registration statement, whichever occurs first;provided, however, that (A) such one-hundred twenty (120) day period shall be extended for a period of time equal to the period during which the Holder refrain from selling any securities included in such registration inaccordance with provisions in Section 1.5.1 hereof; and (B) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such one-hundred twenty (120) dayperiod shall be extended until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rulesunder the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-

 

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effective amendment which (y) includes any prospectus required by Section 10(a) of the Securities Act or (z) reflects facts or events representing a material or fundamental changein the information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of theExchange Act in the registration statement; 

(3)    furnish to such Holder such number of copies of suchregistration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), and such other documents as such Holder may reasonably request; 

(4)    use its reasonable best efforts to register or qualify such shares under such other securities or blue sky laws ofsuch jurisdictions as such Holder reasonably requests (and to maintain such registrations and qualifications effective for the applicable period of time set forth in Section 1.4(2) hereof), and to do any and all other acts and things whichmay be necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of such shares (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it wouldnot be required but for this subsection (4), (ii) subject itself to taxation in any such jurisdiction, or (iii) file any general consent to service of process in any such jurisdiction); 

(5)    notify such Holder, at any time when a prospectus relating thereto is required to be delivered under the Actwithin the period that the Company is required to keep the registration statement effective, of the happening of any event as a result of which the prospectus included in any such registration statement contains an untrue statement of a materialfact or omits to state a material fact necessary to make the statements therein not misleading in light of the circumstances then existing, and the Company shall use its reasonable best efforts to prepare, file and furnish to such Holder asupplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such shares, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statementstherein not misleading in light of the circumstances then existing; 

(6)    cause all such shares to belisted on securities exchanges (or national quotation systems), if any, on which similar securities issued by the Company are then listed (or if not then listed, on such exchanges (or national quotation systems) as are requested by the Holders of amajority of the Registrable Securities being included in such registration); 

(7)    provide a transferagent and registrar and a CUSIP number for all such shares not later than the effective date of such registration statement; 

(8)    enter into such customary agreements and, subject to the terms hereof, take all such other customary actions as such Holder reasonably requests (and subject to its reasonable approval) in order to expedite orfacilitate the disposition of such shares; 

(9)    subject to the execution of a customary confidentialityagreement, make available for inspection by such Holder, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney, accountant or other agent retained

 

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by such Holder or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential intellectual property) of the Company; and

(10)    in connection with an underwritten offering pursuant to a registration statement filed pursuant toSections 1.1 and 1.3 hereof, enter into an underwriting agreement in customary form and containing reasonable customary provisions, including provisions for indemnification of underwriters and contribution, if so requested by any underwriter.

1.5    Holdback Agreements. 

1.5.1    Notwithstanding anything in this Agreement to the contrary, if, after any registration statement to which therights hereunder apply becomes effective (and prior to completion of any sales thereunder), the Company’s Board of Directors determines in good faith that the failure of the Company to (i) suspend sales of stock under the registrationstatement or (ii) amend or supplement the registration statement, would be seriously detrimental to the Company as described in Section 1.1.3 hereof, the Company shall so notify each Holder participating in such registration and eachHolder shall suspend any further sales under such registration statement until the Company advises such Holders that the registration statement has been amended or that conditions no longer exist which would require such suspension, provided that(x) the Company may impose any such suspension for no more than ninety (90) days (inclusive of any days for which a registration request has been delayed pursuant to Section 1.1.3 during the past twelve months) and no more than onceduring any twelve month period and (y) the Company shall use its best efforts to amend the registration statement or otherwise take action to permit sales thereunder as soon as practicable. 

1.5.2    In the event that the Company effects a registration of any securities under the Act in an underwritten publicoffering, each Holder agrees not to directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to besimilarly bound) any Equity Securities (except as part of such offering) during the 180-day period commencing with the effective date of the registration statement for the IPO and the 90-day period commencing with the effective date of theregistration statement for any subsequent public offering, provided that all officers and directors of the Company, to the extent that they hold Equity Securities, enter into similar agreements providing for similar restrictions; provided,however, that the agreement set forth in this Section 1.5(b) shall terminate and be of no further force or effect with respect to all Holders if any officer or director of the Company that has executed a similar agreement or anyHolder hereunder shall have received a waiver relieving it of its obligations hereunder or under any such similar agreement. The Company may impose stop-transfer instructions to enforce the provisions of this Section 1.5.2. Each Holder agreesthat, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.5.2. Notwithstanding the foregoing, the obligationsdescribed in this Section 1.5.2 shall not apply to a registration relating solely to employee benefit plans on Form S-1, Form S-3 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SECRule 145 transaction on Form S-4 or similar forms which may be promulgated in the future. The provisions of this Section 1.5.2 shall be binding upon any transferee who acquires Registrable Securities. 

 

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1.6    Registration Expenses. 

1.6.1    Holder Expenses.  If, pursuant to Sections 1.1, 1.2 or 1.3 hereof, Registrable Securities areincluded in a registration statement, then the Holder thereof shall pay all transfer taxes, if any, relating to the sale of its shares, and any underwriting discounts or commissions or the equivalent thereof applicable to the sale of its shares(collectively, “Seller Expenses”). If, as a result of the withdrawal of a request for registration by Contego pursuant to Section 1.1.5, a registration under Section 1.1.1 does not become effective, Contego shall have the optionof reimbursing the Company for any Registration Expenses incurred as a result of such request in which case such registration shall not be counted as a registration pursuant to Section 1.1.1. In the event that a withdrawal by Contego is basedon material adverse information relating to the Company that is different from the information known or available to Contego at the time of their request for registration under Section 1.1.1, any Registration Expenses relating to suchregistration shall be borne by the Company and such registration shall not be counted as a registration pursuant to Section 1.1.1. 

1.6.2    Company Expenses.  Except for Seller Expenses, the Company shall pay all expenses (“Registration Expenses”) incident to the registration of sharesby the Company and any Holders pursuant to Sections 1.1, 1.2 and 1.3 and to the Company’s performance of or compliance with this Agreement in connection therewith, including, without limitation, all registration and filing fees, fees andexpenses of compliance with state securities or blue sky laws, printing expenses, messenger and delivery expenses, and reasonable fees and expenses of counsel for the Company and a single counsel for all Holders selling shares and all independentcertified public accountants and other persons retained by the Company in connection therewith. 

1.6.3    Indemnity and Contribution. 

(1)    In the event that anyshares owned by a Holder are proposed to be offered by means of a registration statement pursuant to Section 1.1, 1.2 or 1.3 hereof, to the extent permitted by law, the Company agrees to indemnify and hold harmless such Holder, any underwriterparticipating in such offering, each officer, partner, manager and director of such Holder or underwriter, each other Person, if any, who Controls or may Control such Holder or underwriter and each representative of any Holder serving on the Boardof Directors of the Company (such Holder or underwriter, its officers, partners, managers and directors and such other Persons being hereinafter referred to individually as an “Investor Indemnified Person” and collectively as“Investor Indemnified Persons”) from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonableattorneys’ fees and disbursements, asserted against, resulting to, imposed upon or incurred by such Investor Indemnified Person, directly or indirectly (hereinafter referred to in this Section 1.6.3 in the singular as a “claim”and in the plural as “claims”), based upon, arising out of or resulting from any untrue statement (or alleged untrue statement) of a material fact contained in a registration statement, prospectus, offering circular, free writingprospectus or other document to which such registration relates or any omission (or alleged omission) to state therein a material fact necessary to make the statements made therein not misleading in light of the circumstances in which suchstatements are made, except insofar as such claim is based upon, arises out of or results from information furnished to the Company in writing by such Investor Indemnified Person specifically for use in the

 

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registration statement, prospectus, offering circular, free writing prospectus or other document to which such registration relates. 

(2)    Each Holder shall, if securities held by him, her or it are included among the securities as to which suchregistration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, and each Person who Controls the Company (the Company, its directors, officers and each Person who Controls the Company beinghereinafter referred to individually as a “Company Indemnified Person” and collectively as “Company Indemnified Persons”), and any underwriter participating in such offering and any other Holders who have included RegistrableSecurities in such registration and each officer, partner, manager and director of such underwriter or Holder and each other Person, if any, who Controls or may Control such underwriter or Holder against all claims based on, arising out of, orresulting from any untrue statement (or alleged untrue statement) of a material fact contained in a registration statement, prospectus, offering circular, free writing prospectus or other document to which such registration relates or any omission(or alleged omission) to state therein a material fact necessary to make the statements made therein not misleading in light of the circumstances in which such statements are made, in each case to the extent, but only to the extent, that such untruestatement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, free writing prospectus or other document in reliance upon and in conformity with written informationfurnished to the Company by such Holder specifically for use therein; provided, however, that the obligations of such Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of securities sold in suchoffering as contemplated herein, except in the case of fraud or willful misconduct by such Holder. 

(3)    The indemnification provisions set forth herein shall be in addition to any liability that the Company or any Holder may otherwise have to the Investor Indemnified Persons, the Company Indemnified Persons or theother Persons entitled to indemnification hereunder. The Company Indemnified Persons, the Investor Indemnified Persons and the other Persons entitled to indemnification hereunder are hereinafter referred to as “Indemnified Persons.”Promptly after receiving notice of any claim in respect of which an Indemnified Person may seek indemnification under this Section 1.6.3, such Indemnified Person shall submit written notice thereof to either the Company or the Holders, as thecase may be (sometimes being hereinafter referred to as an “Indemnifying Person”). The omission of the Indemnified Person so to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liabilityit may have hereunder except to the extent that (a) such liability was caused or increased by such omission, or (b) the ability of the Indemnifying Person to reduce such liability was materially adversely affected by such omission. Inaddition, the omission of the Indemnified Person so to notify the Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have otherwise than hereunder. The Indemnifying Person shall have the rightto undertake, by counsel or representatives of its own choosing, the defense, compromise or settlement (without admitting liability of the Indemnified Person) of any such claim asserted. such defense, compromise or settlement to be undertaken at theexpense of the Indemnifying Person, and the Indemnified Person shall have the right to engage separate counsel, at its own expense, and counsel for the Indemnifying Person shall keep the separate counsel for the Indemnified Person informed of thestatus of, and shall otherwise consult with such separate counsel with respect to, any such action or proceeding; provide, however, that the

 

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Indemnified Person shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the Indemnifying Person, if representation of such Indemnified Personby the counsel retained by the Indemnifying Person would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. In the event theIndemnifying Person shall elect not to undertake such defense by its own representatives, the Indemnifying Person shall give prompt written notice of such election to the Indemnified Person, and the Indemnified Person shall undertake the defense,compromise or settlement (without admitting liability of the Indemnifying Person) thereof on behalf of and for the account of the Indemnifying Person by counsel or other representatives designated by the Indemnified Person, with the reasonable feesand expenses of such counsel to be paid by the Indemnifying Person. Notwithstanding the foregoing, no Indemnifying Person shall be obligated hereunder with respect to amounts paid in settlement of any claim if such settlement is effected without theconsent of such Indemnifying Person (such consent not to be unreasonably withheld). 

(4)    If theindemnification provided for in this Section 1.6.3 is held by a court of competent jurisdiction to be unavailable to an Indemnified Person, then the Indemnifying Person, in lieu of indemnifying such Indemnified Person hereunder, shallcontribute to the amount paid or payable by such Indemnified Person as a result of any claims in such proportion as is appropriate to reflect the relative fault of the Indemnified Person on the one hand and the Indemnifying Person on the other inconnection with the statements or omissions (or alleged statements or omissions) that resulted in such claims as well as any other relevant equitable considerations. The relative fault of the Indemnified Person and the Indemnifying Person shall bedetermined 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 the Indemnifying Person or by theIndemnified Person and the parties’ relative intent, knowledge and access to information and opportunity to correct or prevent such statement or omission (or alleged statement or omission), In no event will the liability of any Holder forcontribution exceed the net proceeds received by such Holder in any sale of securities to which such liability relates except in the case of fraud or willful misconduct by such Holder. 

(5)    Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained inthe underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling. 

1.7    Grant and Transfer of Registration Rights. 

(1)    Except for registration rights granted by the Company after the date hereof which are subordinate to the rights ofthe Holders hereunder, the Company shall not grant any registration rights to any other Person without the prior written consent of Contego. 

(2)    Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or Affiliate of a Holder or (ii) to any thirdparty transferee acquiring Registrable Securities held by such Holder provided that after giving effect to such transfer, such transferee shall own at least five percent (5%) of the Registrable Securities

 

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then outstanding; provided, in each case, that (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee orassignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (c) suchassignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. 

1.8    Information from Holder.  It shall be a condition precedent to the obligations of the Company totake any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intendedmethod of disposition of such securities as shall be reasonably requested by the Company to effect the registration of such Holder’s Registrable Securities. 

1.9    Rule 144 Requirements.   After the date of the IPO, the Company shall use its reasonable best efforts to make publicly available, and available to theHolders, such information as is necessary to enable the Holders to make sales of Registrable Securities pursuant to Rule 144 of the Act. The Company shall furnish to any Holder, upon request, a written statement executed by the Company as tothe steps it has taken to comply with the current public information requirements of Rule 144. 

 
2.DEFINITIONS
Thecapitalized terms contained in this Agreement shall have the following meanings unless otherwise specifically defined: 

“Act” shall mean the Securities Act of 1933, as amended. 

“Affiliate” with respectto any specified Person, means a Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such specified Person., 

“Business Day” shall mean Monday through Friday and shall exclude any federal or bank holidays observed in New York City.

“Control” (and its derivatives) means the possession, directly or indirectly, of the power to direct orcause the direction of the management and policies of a Person, whether through ownership of voting securities, as trustee or executor, by contract or otherwise). 

“Equity Securities” shall mean the Common Stock and any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, any stock or securityconvertible into or exchangeable for Common Stock or any other stock, security or interest in the Company whether or not convertible into or exchangeable for Common Stock. 

“IPO” shall mean the first public offering of the Common Stock registered under the Act after the date hereof. 

 

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“Person” means any individual, partnership, limited liability company,joint venture, corporation, trust, unincorporated organization, government or department or agency of a government. 

“Registrable Securities” shall mean (i) any shares of Common Stock held by any Holder as of the date hereof, (ii) any additional shares of Common Stock acquired by any Holder after the date hereof (other thanshares acquired upon exercise of employee stock options or similar employee awards) and (iii) any equity securities of the Company issued as a distribution with respect to or in exchange for or in replacement of any of the securities referredto in clause (i)-(ii) above; provided, however, that Registrable Securities shall not include any securities that have been previously sold pursuant to a registration statement filed under the Act or under Rule 144promulgated under the Act, or which have otherwise been transferred in a transaction in which the transferor’s rights under this Agreement are not assigned. 

“SEC” shall mean the United States Securities and Exchange Commission. 

 
3.MISCELLANEOUS
3.1    Entire Agreement; Amendment.  This Agreement constitutes the entire agreement among the parties hereto with respect to the matters provided for herein, and it supersedes all prior oral or writtenagreements, commitments or understandings with respect to the matters provided for herein between or among such parties. Subject to the provisions of Section 1.7 hereof, this Agreement may be amended or modified in any respect, or any termhereof may be waived, with the written consent of Contego and, in the case of any amendment or waiver that would adversely affect any other Holders in a manner different than Contego, with the consent of the other Holders holding a majority of thethen outstanding Registrable Securities held by Holders other than Contego; provided that no provision hereof may be amended if it would have the effect of materially adding to the obligations of the Company without the writtenconsent of the Company. 

3.2    Waiver.  No delay or failure on the part of any partyhereto in exercising any right, power or privilege under this Agreement or under any other instruments given in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any suchright, power or privilege. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. 

3.3    Termination.  This Agreement shall forthwith become wholly void and of no effect as to anyHolder (including any permitted assignee of such Holder), at such time as such person no longer owns any securities constituting Registrable Securities. 

3.4    Binding Effect.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors,administrators, legal representatives and permitted assigns, including any successor corporation upon a reincorporation of the Company into another jurisdiction. 

 

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3.5    Governing Law.  This Agreement, the rights andobligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Delaware (excluding the choice of law rules thereof). 

3.6    Notices.  All notices, demands, requests, or other communications which may be or are requiredto be given, served, or sent by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, faxed, sent by overnight courier or mailed by first-class, registered or certified mail, return receiptrequested, postage prepaid, addressed as follows: 

 
 (i)If to the Company: 
GlobalDefense Technology & Systems, Inc. 

1501 Farm Credit Drive, Suite 2300 

McLean, Virginia 22102 

Facsimile No.: (703) 883-4037 

Attention: CEO 

with a copy (which shall not constitute notice) to: 

Pillsbury Winthrop Shaw Pittman LLP 

2300 N Street, NW 

Washington, DC 20037 

Facsimile No: (202) 663-8007 

Attention: Jeffrey B Grill, Esq. 

 
 (ii)If to any Holder, at such Holder’s address as appearing on the signature page hereto. 
Each party may designate by notice in writing (given in accordance with the terms hereof) a new address to which any notice, demand, requestor communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be hand delivered, sent or mailed, in the manner described above, shall be deemed sufficiently given, served, sent, received ordelivered for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt or a facsimile confirmation being deemed conclusive, but not exclusive, evidence of such delivery) or at such time as deliveryis refused by the addressee upon presentation. 

3.7    Severability.  In the event thatany part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full forceand effect. 

3.8    Execution in Counterparts.  To facilitate execution, this Agreementmay be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shallbe sufficient that the signature of, or on behalf of, each party, or that the signatures of the persons required to bind any party, appear on one or

 

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more of the counterparts. All counterparts shall collectively constitute a single agreement, It shall not be necessary in making proof of this Agreement to produce or account for more than one ofthe counterparts of this Agreement containing the respective signatures of or on behalf of, all of the parties hereto. 

[Signatures Appear on Following Pages] 

 

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GLOBAL DEFENSE TECHNOLOGY &