Exhibit 10.6


 


EXECUTION VERSION


 


VOTING AGREEMENT


 


This VOTING AGREEMENT
(this “Agreement”) is made as of November 23, 2015, by and among Global
Defense & National Security Systems, Inc., a Delaware corporation (the “Company”), (ii) Global
Defense & National Security Holdings LLC, a Delaware limited liability company (the “Sponsor”),
and (iii) collectively, Simon S. Lee Management Trust, Simon Lee Family Trust, AHL Descendants Trust, JSL Descendants Trust and
Brian Lee Family Trust (the “Stockholder Group”). Sponsor and the Stockholder Group are referred to herein
collectively as the “Investor Parties”, and each of Sponsor and the Stockholder Group as an “Investor
Party”, and the Investor Parties, together with the Company, are referred to herein as the “Parties”.


 


RECITALS


 


WHEREAS, the Parties,
STG Group, Inc., a Delaware corporation (“STG”) and Simon Lee,
are parties to a Stock Purchase Agreement, dated as of June 8, 2015 (the “SPA”), whereby the Stockholder Group
will receive shares of common stock of the Company (the “Common Stock”) as consideration for the sale of all
their right and interest in the equity securities of STG Group, Inc., and certain other transactions, in each case on the terms
set forth therein (collectively, the “Transaction”);


 


WHEREAS, the Sponsor
also holds shares of Common Stock and the Parties desire to set forth the relationship of the Investor Parties with respect to
the Common Stock, among other things;


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:


 


Article I



Agreements


 


1.1           Voting
Issues.


 


(a)          Actions
Requiring Stockholder Approval. Each Investor Party hereby agrees that, so long as both Investor Parties continue to maintain
beneficial ownership (as determined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) of at least 5% of the then outstanding Common Stock (the “Minimum Equity Holdings”), upon
notice that there will be any action or item that requires a vote of the holders of the Common Stock, the Investor Parties shall
confer and discuss such matters and attempt to reach a unanimous decision with respect to such impending vote. However, if the
Investor Parties are not able to agree on any item or issue, there shall be no further consequence to either Investor Party under
this Agreement.


 


(b)          Director
Designations. Each Investor Party hereby agrees to vote all shares of Common Stock owned by it or over which it has the power
to control the election of such shares in accordance with, and to effect and carry out, the following provisions:


 




     


     


    

 


(i)          Board
Representation. Each Investor Party may designate one (1) nominee to the Board of Directors of the Company (the “Board”),
each such designee to be in Class III, as more fully described in Section 1.2(b) below. Each Investor Party agrees to support
the other Investor Party’s designee for nomination as director of the Board, by voting all its shares of Common Stock that
are capable of voting in the election of directors, for the election of the other Investor Party’s director designee to
effect such representation. 


 


(ii)         Filling
Vacancies. Any vacancy on the Board occurring by reason of death, resignation, removal or other termination of a director,
shall be filled by a new director designated by the same Investor Party who was entitled to designate the previous director whose
death, resignation, removal or other termination created such vacancy. Each Investor Party agrees to direct the director designated
by such Investor Party to elect the person designated by such designating Investor Party as a director to fill such vacancy.


 


(iii)        Expiration
of Provision. The obligations of each Investor Party pursuant to this Section 1.1(b) shall continue only during the Board
Representation Period (as defined below) of the other Investor Party.


 


1.2           Board
of Directors Composition. The Parties hereby agree to take all necessary corporate action to effect the following provisions:


 


(a)          Number.
The number of directors comprising the Board shall initially be fixed at five directors.


 


(b)          Tiered
Board Structure. The Board shall initially be comprised of directors in three classes as follows:


 


(i)          Class
I: Two directors shall be in Class I. Each initial director in Class I shall serve for a term ending on the date of the annual
meeting of stockholders of the Company in 2016. Directors in Class I shall be shall be independent (as defined under applicable
listing standards of the NASDAQ Stock Market, and the Exchange Act and the SEC rules and regulations thereunder) and shall be
nominated and elected pursuant to the applicable provisions of the bylaws of the Company.


 


(ii)         Class
II: One director shall be in Class II. The initial director in Class II shall serve for a term ending on the date of the annual
meeting of stockholders of the Company in 2017. The director in Class II shall be independent (as defined under applicable listing
standards of the NASDAQ Stock Market, and the Exchange Act and the SEC rules and regulations thereunder) and shall be nominated
and elected pursuant to the applicable provisions of the bylaws of the Company.


 




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(iii)        Class
III: Two directors shall be in Class III. Each initial director in Class III shall serve for a term ending on the date of
the annual meeting of stockholders of the Company in 2018. Directors in Class III shall be designated for nomination by the Investor
Parties pursuant to Section 1.1(b) above and shall be elected pursuant to the applicable provisions of the bylaws of the Company.


 


1.3           Board
of Directors Representation. “Board Representation Period” means the period of time beginning on the date
an Investor Party “beneficially owns” (as determined under Rule 13d-3 of the Exchange Act) the Minimum Equity Holdings
and ending on the date such Investor Party owns less than the Minimum Equity Holdings.


 


1.4           Acquisition
of Additional Common Stock. Without the other Investor Party’s prior written consent, each Investor Party will not (and
will ensure that its “affiliates” as defined in Rule 12b-2 under the Exchange Act will not), directly or indirectly,
during the period commencing on the date first written above and ending eighteen (18) months from the date hereof: (a) purchase
or otherwise acquire, or offer, seek, propose or agree to purchase or otherwise acquire, ownership (including, but not limited
to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of any Common Stock, or any direct or indirect
rights or options to acquire any Common Stock or any securities convertible into Common Stock, or (b) form, join or in any
way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the securities
of the Company (other than as a result of this Agreement).


 


1.5           Nominees
for Class I Directors. The Investor Parties agree to endorse and vote to approve the nominees for Class I directors proposed
by the Board of Directors of the Company (or the nomination and governance committee thereof) at the annual meeting of stockholders
of the Company in 2016, unless all of the Investor Parties agree in writing in advance of such meeting to propose to the stockholders
alternative directors.


 


1.6           Good
Faith. The Parties shall reasonably cooperate with one another in good faith with respect to this Agreement, including the
items set forth in Article 1.


 


Article II



TERM


 


This Agreement is
effective as of the date hereof. Except as expressly provided herein with respect to specific provisions of this Agreement, this
Agreement shall terminate only upon the mutual written agreement of the Parties. If this Agreement is terminated pursuant to this
Article II, all further obligations of each Party shall terminate without further liability or obligation of such Party to
any other Party, including liability for damages; provided, however, that no such termination shall relieve any
Party from any liability for breach of this Agreement arising prior to the termination date.


 




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Article III



MISCELLANEOUS


 


3.1           Certain
Definitions. Unless otherwise defined herein, terms used herein that are defined in the SPA shall have the meanings set forth
for such terms in the SPA.


 


3.2           Interpretation.
The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction
or interpretation of this Agreement. Unless the context clearly indicates otherwise, where appropriate, the singular shall include
the plural and the masculine shall include the feminine or neuter, and vice versa, to the extent necessary to give the terms defined
herein and/or the terms otherwise used in this Agreement the proper meanings. The words “including,” “include”
or “includes” shall mean including without limitation. Any reference in this Agreement to a statute shall be to such
statute, as amended from time to time prior to the Closing, and to the rules
and regulations promulgated thereunder. When reference is made in this Agreement to an Exhibit, Appendix, Article, Section or
subsection, such reference shall be to an Exhibit, Appendix, Article, Section or subsection to or of this Agreement unless otherwise
indicated.


 


3.3           Representations
and Warranties. Each Party represents and warrants to each other Party as follows:


 


(a)          Such
Party takes the legal form set forth in the Preamble to this Agreement and is duly organized and validly existing under the laws
of its governing jurisdiction.


 


(b)          Such
Party has all requisite corporate or comparable power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated to be performed by it hereby. The execution, delivery and performance by such Party of this Agreement
and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or comparable
action, if applicable, on the part of such Party. No other approval is required in connection with such Party’s execution,
delivery and performance of this Agreement and the consummation by such Party of the transactions contemplated hereby. This Agreement
has been duly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement
by each other Party, constitutes the legal, valid and binding agreement of such Party, enforceable against it in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general application that may affect the enforcement of creditors’ rights generally and by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 


3.4           Further
Assurances. Each Party shall execute and deliver such additional instruments and other documents and shall take such further
actions as may be necessary or appropriate to effectuate, carry out and comply with all of its obligations under this Agreement.


 




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3.5           Successors
and Assigns; No Assignment or Transfer. This Agreement and the rights of the Parties hereunder shall be binding upon and shall
inure to the benefit of the Parties, their successors and permitted assigns. No Party shall, or shall have the right to, assign,
sell, transfer, delegate or otherwise dispose of this Agreement or any of its rights or obligations under this Agreement without
the prior written consent of the other Party.


 


3.6           Injunctive
Relief. Each Party acknowledges that its breach of its obligations under this Agreement would cause the other Party irreparable
damage. Accordingly, the Parties agree that in the event of such breach or threatened breach, in addition to remedies at law,
the non-breaching Parties shall have the right to injunctive or other equitable relief, including specific performance of the
terms and provisions hereof, without the necessity of posting any bond or other security, to prevent the other Party’s violations
of its obligations hereunder. Nothing in this Agreement shall be construed as preventing any Party from seeking an interim injunction
or any similar equitable relief in any court of competent jurisdiction.


 


3.7           Severability.
If any provision of this Agreement, or the application thereof to any Person, place or circumstance, is held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent
possible so as to effect the intent of the Parties, or, if incapable of such enforcement, shall be deemed to be deleted from this
Agreement, and the remainder of this Agreement and such provisions as applied to other Persons, places and circumstances shall
remain in full force and effect and, in such event, the Parties shall negotiate in good faith in an attempt to agree to another
provision (in lieu of the term or application held to be invalid or unenforceable) that will be valid and enforceable and will
carry out the Parties’ intentions hereunder.


 


3.8           Waivers.
The waiver by a Party of a breach of or a default under any provision of this Agreement (a) shall not be effective unless
such waiver is in writing, expressly states that it is a waiver hereunder, and identifies the breach or default to be waived and
(b) shall not be construed as effective against or with respect to any other Party. No waiver hereunder shall, in any event, be
construed as a waiver of any subsequent breach of, or default under, the same or any other provision of this Agreement, nor shall
any delay or omission on the part of a Party in exercising or availing itself of any right or remedy, or any course of dealing
hereunder, operate as a waiver of any right or remedy.


 


3.9           Amendments.
This Agreement may be amended only by written document, expressly stating that it is an amendment to this Agreement, identifying
the provisions of this Agreement to be amended, and duly executed on behalf of each of the Parties. No delay or omission on the
part of a Party in exercising or availing itself of any right or remedy, or any course of dealing hereunder, operate as an amendment
with respect to any provision hereof.


 




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3.10         Jurisdiction;
Waiver of Jury Trial. The Parties agree that any Proceeding seeking to enforce
any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated
hereby shall be brought in the Eastern District of Virginia or any Virginia state court with jurisdiction over Fairfax County,
Virginia, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such Proceeding and irrevocably waives, to the fullest extent permitted by applicable Law, any objection
that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding
brought in any such court has been brought in an inconvenient forum. Process in any such Proceeding may be served on any Party
anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party
agrees that service of process on such Party as provided in Section 3.14 shall be deemed effective service of process on such
Party. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


3.11         Governing
Law. This Agreement shall in all respects be interpreted, construed and governed by and in accordance with the Laws of the
State of Delaware, without regard to its conflicts of laws principles.


 


3.12         Limitations
on Damages. In no event shall any Party have any liability for loss of profits, revenue or goodwill, loss or interruption
of business, loss of data, or for any indirect, incidental, special, consequential or punitive damages, arising out of or relating
to this Agreement or the subject matter hereof, no matter what theory of liability, and even if advised of the possibility or
probability of such damages.


 


3.13         No
Third-Party Beneficiaries. Nothing expressed or referred to in this Agreement confers any rights or remedies upon any Person
that is not a Party or permitted assign of a Party to this Agreement.


 


3.14         Notices.
All notices, requests, consents, waivers and other communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given (a) if personally delivered, upon delivery or refusal of delivery, (b) if
mailed by registered or certified United States mail, return receipt requested, postage prepaid, upon delivery or refusal of delivery,
(c) if sent by a nationally recognized overnight delivery service, upon delivery or refusal of delivery, or (d) if sent by facsimile
or electronic mail, upon confirmation of delivery. All notices, consents, waivers or other communications required or permitted
to be given hereunder shall be addressed as follows:


 


If to the Company or Sponsor,
to such entity at:


 


	 	11921 Freedom Drive, Suite 550	 
	 	Two Fountain Square	 
	 	Reston, Virginia  20190	 
	 	Attention:    	Dale Davis	 
	 	Telephone:	(202) 800-4333	 
	 	E-mail: 	dale.davis@globalgroup.com	 


 




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	 	with a copy to:	 
	 	 	 
	 	Morrison & Foerster LLP	 
	 	1650 Tysons Boulevard, Suite 400	 
	 	McLean, Virginia  22102	 
	 	Attention: 	Lawrence T. Yanowitch, Esq.	 
	 	 	Charles W. Katz, Esq.	 
	 	Telephone:      	(703) 760-7318	 
	 	Facsimile:       	(703) 760-7777	 
	 	E-mail:          	lyanowitch@mofo.com	 
	 	                  	ckatz@mofo.com	 
	 	 	 
	 	If to any Stockholder, sent care of:	 
	 	 	 
	 	Simon Lee	 
	 	11091 Sunset Hills Road, Suite 200	 
	 	Reston, Virginia  20190	 
	 	Telephone:       	(703) 691-2480	 
	 	Facsimile:       	(703) 691-3467	 
	 	E-mail:          	SLee@stg.com	 
	 	 	 
	 	with a copy to:	 
	 	 	 
	 	Holland & Knight LLP	 
	 	1600 Tysons Boulevard, Suite 700	 
	 	McLean, Virginia  22102	 
	 	Attention:      	William J. Mutryn	 
	 	 	Jonathan F.     Wolcott	 
	 	Telephone:      	(703) 720-8069	 
	 	Facsimile:       	(703) 720-8610	 
	 	E-mail:          	william.mutryn@hklaw.com	 
	 	                  	jonathan.wolcott@hklaw.com	 
	 	 	 


or at such other address or addresses
as the Party addressed may from time to time designate in writing pursuant to notice given in accordance with this Section 3.14.


 




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3.15         Entire
Agreement. This Agreement, the SPA and the other Transaction Documents (including the Exhibits and Schedules attached hereto
and thereto, which are incorporated herein by reference) constitute the entire agreement of the Parties with respect to its subject
matter. This Agreement, the SPA and the other Transaction Documents supersede all previous, contemporaneous and inconsistent agreements,
negotiations, representations and promises between the Parties, written or oral, regarding the subject matter hereunder. There
are no oral or written collateral representations, agreements or understandings except as provided herein and therein.


 


3.16         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


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BLANK **


 




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IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed by their respective authorized officers, as of the date first written above.


 


	 	COMPANY:
	 	 
	 	GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.
	 	 
	 	By:	/s/ Damian Perl
	 	 	Name:  Damian Perl
	 	 	Title:  Chairman of the Board of Directors
	 	 
	 	SPONSOR:
	 	 
	 	GLOBAL DEFENSE & NATIONAL SECURITY HOLDINGS LLC
	 	 
	 	By:	Black Marlin Ltd, its Manager
	 	 	 
	 	 	By:	/s/ Damian Perl
	 	 	Name:	Damian Perl
	 	 	Title:	Manager


 


[Signature Page to Voting Agreement]


 




     


     


    

 


	 	STOCKHOLDER GROUP:
	 	 
	 	SIMON S. LEE MANAGEMENT TRUST
	 	 
	 	By:	/s/ Simon Lee
	 	 	Name:
	 	 	Title:
	 	 
	 	SIMON S. LEE FAMILY TRUST
	 	 
	 	By:	/s/ Julie S. Lee
	 	 	Name:
	 	 	Title:
	 	 
	 	AHL DESCENDANTS TRUST
	 	 
	 	By:	/s/ Julie S. Lee
	 	 	Name:
	 	 	Title:
	 	 
	 	JSL DESCENDANTS TRUST
	 	 
	 	By:	/s/ Simon Lee
	 	 	Name:
	 	 	Title:
	 	 
	 	BRIAN LEE FAMILY TRUST
	 	 
	 	By:	/s/ Simon Lee
	 	 	Name:
	 	 	Title:


 


[Signature Page to Voting Agreement]