On November 23, 2015, GDEF, together with STG, STG, Inc., and Access Systems, Incorporated entered into a Credit Agreement with the lenders party thereto from time to time, MC Admin Co LLC, as administrative agent, PNC Bank, National Association, as collateral agent and MC Admin Co LLC, as lead arranger. GDEF served as the initial borrower of the term loans under the Credit Agreement, and STG, Inc. and Access Systems (collectively, the 'Borrowers') each immediately assumed all obligations of GDEF under the Credit Agreement as if they had originally incurred them as borrowers. GDEF and STG Group Holdings, Inc. have each guaranteed Borrowers' obligations under the Credit Agreement.

The Credit Agreement provides for (i) a term loan in an aggregate principal amount of $81,750,000, (ii) a $15,000,000 asset-based revolving line of credit at closing and (iii) an uncommitted accordion facility to be used to fund acquisitions (subject to additional lender commitments) of up to $90,000,000. Substantially concurrently with the consummation of the business combination, the full amount of the term loan was drawn, and neither the Incremental Facility nor any amount under the revolving loan was drawn. Each of the revolving loan and the term loan matures on November 23, 2020.

The Borrowers may designate any Loan as a Base Rate Loan or a Eurodollar Loan. The interest rate per annum applicable to Base Rate Loans will be equal to the sum of 6.80% plus the 'Base Rate', which is equal to the highest of: (a) the base commercial lending rate of Collateral Agent as publicly announced to be in effect from time to time, as adjusted by the Collateral Agent, (b) the sum of 0.50% per annum and the Federal Funds Rate (as defined in the Credit Agreement), (c) the daily one month LIBOR rate as published each business day in the Wall Street Journal for a one month period divided by a number equal to 1.00 minus the Reserve Percentage (as defined in the Credit Agreement) plus 100 basis points, as of such day and (d) 2.00%.