Exhibit 10.9


 


SECOND AMENDED AND RESTATED STOCK ESCROW
AGREEMENT


 


THIS SECOND AMENDED AND RESTATED STOCK ESCROW
AGREEMENT, dated as of October 23, 2015 (this “Agreement”), by and among Global Defense & National Security
Systems, Inc., a Delaware corporation (the “Company”), Global Defense & National Security Holdings LLC (the
“Sponsor”), and American Stock Transfer & Trust Company (the “Escrow Agent”).


 


WHEREAS, the Company, Sponsor and Escrow
Agent are party to that certain escrow agreement, dated October 24, 2013, as amended and restated on July 21, 2015 (the “Current
Agreement”), pursuant to which the Sponsor agreed to deposit its 2,003,225 shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), purchased on July 19, 2013 (the “Sponsor’s
Shares”) in escrow as therein provided;


 


WHEREAS, pursuant to the terms of the Current
Agreement, the Escrow Agent has accepted the Sponsor’s Shares, in escrow, to be held and disbursed as therein provided;


 


WHEREAS, the requisite number of stockholders
of the Company have approved an amendment to the Company’s amended and restated certificate of incorporation to, among other
things, extend the date before which the Company must complete a business combination from October 24, 2015 (the “Original
Termination Date”) to November 24, 2015 (the “Extended Termination Date”); and


 


WHEREAS, the parties to the Original Agreement
desire to amend and restate the Original Agreement to provide, among other things, that any references to the Original Termination
Date shall be replaced with the Extended Termination Date.


 


IT IS AGREED:


 


1.           Appointment
of Escrow Agent. The Company and the Sponsor hereby appoint the Escrow Agent to act in accordance with and subject to the terms
of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such
terms.


 


2.           Deposit
of Sponsor’s Shares. On or about the effective date of the Company’s Registration Statement on Form S-1 (File No.
333-191195) filed under the Securities Act of 1933, as amended (the “Registration Statement”), the Sponsor shall
deliver to the Escrow Agent the certificate representing the Sponsor’s Shares, which certificate shall remain in the name
of the Sponsor, to be held and disbursed subject to the terms and conditions of this Agreement. The Sponsor acknowledges that the
certificate representing the Sponsor’s Shares bears a legend to reflect the deposit of the Sponsor’s Shares under this
Agreement.


 


3.           Disbursement
of the Sponsor’s Shares. Of the total Sponsor’s Shares, fifty percent (50%) of such shares will be released from
escrow six months after the consummation of a Business Combination (as defined in the Registration Statement), and the remaining
fifty percent (50%) of the Sponsor’s Shares will be released from escrow one year after the consummation of a Business Combination
(the “Escrow Period”). The Company shall promptly provide notice of the consummation of a Business Combination
to the Escrow Agent. Upon the completion of the Escrow Period, the Escrow Agent shall automatically disburse the Sponsor’s
Shares to the Sponsor upon receipt of written request therefor from the Company; provided, however, that if the Escrow Agent
is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Period,
then the Escrow Agent shall promptly destroy the certificates representing the Sponsor’s Shares. The Escrow Agent shall have
no further duties hereunder with respect to the Sponsor’s Shares after the disbursement or destruction of the Sponsor’s
Shares in accordance with this Section 3.


 


 4.           Rights
of Sponsor in Sponsor’s Shares.


 


4.1.          Rights
as a Security Holder. Subject to the terms of its Insider Letter as described in Section 4.4 hereof and except as herein provided,
the Sponsor shall retain all of its rights as a stockholder of the Company during the Escrow Period, including without limitation,
the right to vote Common Stock. The Escrow Agent shall have no responsibility to determine or verify the contents or limitations
of the Insider Letter and shall be bound only by the terms of this Agreement.


 




     


     


    

  


4.2.          Dividends
and other Distributions in Respect of the Sponsor’s Shares. During the Escrow Period, all dividends payable in cash with
respect to the Sponsor’s Shares shall be paid to the Sponsor, but all dividends payable in stock or other non-cash property
(the “Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.
As used herein, the terms “Sponsor’s Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.


 


4.3.          Restrictions
on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition (a “Transfer”)
may be made of any or all of the Sponsor’s Shares by the Sponsor except (i) to the Company’s officers, directors and
employees, to the Sponsor’s affiliates or its members upon its liquidation, (ii) by gift to a member of the Sponsor’s
immediate family for estate planning purposes or to a trust, the beneficiary of which is the Sponsor or a member of the Sponsor’s
immediate family, (iii) if the Sponsor is not a natural person, by gift to a member of the immediate family of the Sponsor’s
controlling person for estate planning purposes or to a trust, the beneficiary of which is the Sponsor’s controlling person
or a member of the immediate family of the Sponsor’s controlling person, (iv) by virtue of the laws of descent and distribution
upon death, (v) pursuant to a qualified domestic relations order, (vi) by certain pledges to secure obligations incurred in connection
with purchases of our securities or (vii) by private sales made at or prior to the consummation of our initial business combination
at prices no greater than the price at which the shares were originally purchased (each such transferee, a “Permitted
Transferee”); provided, however, that such permitted Transfers may be implemented only upon the respective Permitted
Transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed
by the Sponsor transferring the Sponsor’s Shares and such other documents as the Company may reasonably require. During the
Escrow Period, the Sponsor shall not pledge or grant a security interest in the Sponsor’s Shares or grant a security interest
in the Sponsor’s rights under this Agreement.


 


4.4.          Insider
Letter. The Sponsor has executed a letter agreement with the Company, which has been filed as an exhibit to the Registration
Statement (the “Insider Letter”), with respect to the rights and obligations of the Sponsor in certain events,
including but not limited to the liquidation of the Company.


 


5.           Concerning
the Escrow Agent.


 


5.1.          Good
Faith Reliance. The Escrow Agent shall be protected and shall not be liable for any action taken or omitted by it in good faith
and in the exercise of its best judgment (unless negligent), and may rely conclusively and may act upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other
document which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The
Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement
unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 


5.2.          Indemnification.
The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Escrow Agent in connection with any action, suit or other proceeding involving
any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent
hereunder, or the Sponsor’s Shares held by it hereunder, other than expenses or losses arising from the negligence or willful
misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement
of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt
of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate
court to determine ownership or disposition of the Sponsor’s Shares or it may deposit the Sponsor’s Shares with the
clerk of any appropriate court or it may retain the Sponsor’s Shares pending receipt of a final, non-appealable order of
a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Sponsor’s Shares
are to be disbursed and delivered. The provisions of Sections 5.2 and 5.7 shall survive in the event the Escrow Agent resigns or
is discharged pursuant to Sections 5.5 or 5.6 below and in the event of termination under 6.10 below.


 


5.3.          Compensation.
The Escrow Agent shall be entitled to compensation from the Company in accordance with Schedule I hereto for all services rendered
by it hereunder.


 




     


     


    

 


5.4.          Further
Assurances. From time to time on and after the date hereof, the Company and the Sponsor shall deliver or cause to be delivered
to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent
shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.


 


5.5.          Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice, and such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor
escrow agent appointed by the Company the Sponsor’s Shares held hereunder. If no successor escrow agent is so appointed within
the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may submit an application to deposit
the Sponsor’s Shares with the United States District Court for the Southern District of New York, provided the Escrow
Agent provides notice of such deposit to the Company and the Sponsor in accordance with Section 6.6 hereof.


 


5.6.          Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by the other parties hereto, jointly; provided, however, that such resignation shall become effective
only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5. Upon such discharge, all obligations
under this Agreement to the Escrow Agent shall terminate.


 


5.7.          Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own negligence
or willful misconduct.


 


5.8.          Waiver.
The Escrow Agent hereby waives any and all right, title, interest or claim of any kind (each, a “Claim”) in
or to any distribution of the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the
date hereof, by and between the Company and the Escrow Agent as trustee thereunder), and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


5.9.          Standard
of Care. The Escrow Agent shall be obligated only to perform the duties specifically set forth in this Escrow Agreement, which
shall be deemed purely ministerial in nature, and the Escrow Agent shall under no circumstances be deemed to be a fiduciary to
any party hereto or any other person. The parties hereto agree that the Escrow Agent shall not assume any responsibility for the
failure of the parties hereto to perform in accordance with this Escrow Agreement or any other agreement or document. This Escrow
Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent
shall be inferred from the terms of this Escrow Agreement or any other agreement or document. In
no event shall the escrow agent be liable, directly or indirectly, for any damages or expenses arising out of the services provided
hereunder, other than damages which result from the escrow agent’s negligence or willful misconduct.


 


6.           Miscellaneous.


 


6.1.          Governing
Law and Consent to Jurisdiction. 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. 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.


 


6.2.          Waiver
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 parties in the negotiation, administration, performance
or enforcement hereof.


 




     


     


    




 


6.3.          Entire
Agreement. This Agreement and the Insider Letter as referenced herein contain the entire agreement of the Company and the Sponsor
with respect to the subject matter hereof, and this Agreement contains the entire agreement as it pertains to the Escrow Agent
and the other parties hereto and, except as expressly provided herein, may not be changed or modified except by an instrument in
writing signed by all parties to this Agreement. This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument.


 


6.4.          Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
hereof.


 


6.5.          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and permitted assigns. Any corporation or association into which the Escrow Agent may be converted or merged, or with
which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and
assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent under this Escrow
Agreement and shall have and succeed to the rights, powers, duties, obligations, immunities and privileges of the Escrow Agent,
without the execution or filing of any instrument or paper or the performance of any further act.


 


6.6.          Notices.
Any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified mail,
by private national courier service (return receipt requested, postage prepaid), by personal delivery or by facsimile transmission.
Such notice or communication shall be deemed given (a) if mailed, two days after the date of mailing, (b) if sent by national courier
service, one business day after being sent, (c) if delivered personally, when so delivered, or (d) if sent by facsimile transmission,
on the second business day after such facsimile is transmitted, in each case as follows:


 


If to the Company, to:


 


Global Defense & National Security Systems, Inc.


11921 Freedom Drive, Suite 550


Two Fountain Square


Reston, Virginia 20190


Attn: Dale R. Davis


Fax:


 


If to the Sponsor, to:


 


Global Defense & National Security Holdings LLC


11921 Freedom Drive, Suite 550


Two Fountain Square


Reston, Virginia 20190


Attn: Frederic Cassis


Fax:


 


If to the Escrow Agent, to:


 


American Stock Transfer & Trust Company


6201 15th Avenue


Brooklyn, New York 11219


Attn: John Baker


Fax:


 


A copy of any notice sent hereunder shall be sent to:


 


Morrison & Foerster LLP


1650 Tysons Blvd., Suite 400


McLean, Virginia 22102


Attn: Lawrence T. Yanowitch, Esq., Lawrence R. Bard,
Esq.


Fax: (703) 760-7777


 




     


     


    

 


The parties may change the persons and
addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner
provided herein for giving notice.


 


6.7.          Liquidation
of the Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company
in the event that the Company fails to consummate a Business Combination by November 24, 2015.


 


6.8.          Disputes.
If any disagreement or dispute arises among the Company and the Sponsor concerning the meaning or validity of any provision hereunder
or concerning any other matter relating to this Escrow Agreement, the Escrow Agent shall be under no obligation to act, except
(i) with joint written instruction of the Company and the Sponsor, or (ii) under process or order of court, and shall sustain no
liability for its failure to act pending such process or court order.


 


6.9.          Authorized
Signatures. Concurrent with the execution of this Agreement, the Company will provide a completed certificate of parties authorized
to sign on its behalf, in the form attached hereto as Schedule II.


 


6.10.        Termination.
This Agreement shall terminate on the final distribution or destruction of all of the Sponsor’s Shares in accordance with
the terms of this Agreement.


 




     


     


    

 


IN WITNESS WHEREOF, the parties have duly
executed this Second Amended and Restated Stock Escrow Agreement as of the date first written above.


 


	 	GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.
	 	 	 	 
	 	By:	  /s/ Frederic Cassis	 
	 	 	Name: Frederic Cassis	 
	 	 	Title: Secretary	 
	 	 	 	 
	 	SPONSOR: 	 
	 	 	 	 
	 	GLOBAL DEFENSE & NATIONAL SECURITY HOLDINGS LLC
	 	 	 	 
	 	By:	Black Marlin Ltd, its Manager	 
	 	 	 	 
	 	 	By:	 /s/ Damian Perl	 
	 	 	 	Name: Damian Perl	 
	 	 	 	Title: Manager	 


 


	 	American Stock transfer & Trust company,
	 	as Escrow Agent
	 	 	 	 
	 	By:	  /s/ Joseph M. Smith	 
	 	 	Name: Joseph M. Smith	 
	 	 	Title: Director	 


 




     


     


    

 


Schedule I – Escrow Agent Fees
For Escrow Services


 


$8,000, to be paid by the Company to the Escrow Agent upon the
consummation of the Company’s initial public offering of securities.


 




     


     


    

 


Schedule II – Authorized Signatories


 


	Individual’s Name	 	Title	 	Signature
	Frederic Cassis	 	Secretary	 	 
	 	 	 	 	 
	Dale Davis	 	Director and CEO	 	 
	 	 	 	 	 
	Craig Dawson	 	Treasurer