Exhibit 2.1

FINAL VERSION

AGREEMENT AND PLAN OF MERGER

OCTOBER 11, 2017

By and among

DXC TECHNOLOGY COMPANY

ULTRA SC INC.

ULTRA FIRST VMS INC.

ULTRA SECOND VMS LLC

ULTRA KMS INC.

VENCORE HOLDING CORP.

KGS HOLDING CORP.

THE SI ORGANIZATION HOLDINGS LLC

and

KGS HOLDING LLC

CONTENTS

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of October 11 (this “ Agreement ”), is made and entered into by and among DXC Technology Company, a Nevada corporation (“ Delta ”), Ultra SC Inc., a Nevada corporation and a direct, wholly owned Subsidiary of Delta (“ Ultra ”), Ultra First VMS Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Ultra (“ Vector Merger Corp ”), Ultra Second VMS LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Ultra (“ Vector Merger LLC ”), Ultra KMS Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Ultra (“ Kodiak Merger Sub ”, and together with Vector Merger Corp and Vector Merger LLC, the “ Merger Subs ”, and each, a “ Merger Sub ”), Vencore Holding Corp., a Delaware corporation (“ Vector ”), KGS Holding Corp., a Delaware corporation (“ Kodiak ”), The SI Organization Holdings LLC, a Delaware limited liability company (the “ Vector Stockholder ”), and KGS Holding LLC, a Delaware limited liability company (the “ Kodiak Stockholder ”, and together with the Vector Stockholder, the “ Enumerated Stockholders ”, and each, an “ Enumerated Stockholder ”, and collectively with Delta, Ultra, the Merger Subs, Vector, and Kodiak, the “ Parties ”, and each, a “ Party ”).

WHEREAS :

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NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereby agree as follows:

When used in this Agreement, the following terms shall have the respective meanings specified therefor below (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“ Action ” shall mean any demand, action, claim, charge, grievance, complaint, arbitration, mediation, proceeding, inquiry, review, audit, hearing, investigation, litigation, suit or countersuit of any nature, whether civil, criminal, administrative, investigative, regulatory or informal, commenced, brought or heard by or before any Governmental Entity.

“ Affected Employees ” shall have the meaning set forth in Section  8.14(a) .

“ Affiliate ” shall have the meaning set forth in the Distribution Agreement.

“ Affiliate Transaction ” shall have the meaning set forth in Section  4.21 .

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“ Agreement ” shall have the meaning set forth in the preamble.

“ Business Day ” shall have the meaning set forth in the Distribution Agreement.

“ Closing Date ” shall have the meaning set forth in Section  3.3 .

“ Closings ” shall have the meaning set forth in Section  3.3 .

“ Code ” shall have the meaning set forth in the Distribution Agreement.

“ Combined Financial Statements ” shall have the meaning set forth in Section  8.5(f) .

“ Confidential Information ” shall have the meaning set forth in the Distribution Agreement.

“ Confidentiality Agreement ” shall mean the mutual nondisclosure agreement between DXC Technology Company (as successor in interest to Computer Sciences Corporation) and Veritas.

“ Contract ” shall have the meaning set forth in the Distribution Agreement.

“ Cost or Pricing Data ” shall have the meaning set forth in FAR § 2.101.

“ Covered Person ” shall have the meaning set forth in Section  8.12(a) .

“ Cumulative VWAP ” shall have the meaning set forth in clause (b) of the definition of “Fully Diluted Share Count”.

“ Data ” shall have the meaning set forth in 48 CFR 52.227-14 (2007).

“ Debt Exchange ” shall have the meaning set forth in the recitals.

“ Debt Exchange Amount ” shall mean the Maximum Dividend/Exchange Amount, minus the Special Dividend Amount.

“ Debt Payoff Amount ” shall mean the sum of the Vector Debt Payoff Amount and the Kodiak Debt Payoff Amount.

“ Delta ” shall have the meaning set forth in the preamble.

“ Delta Applicable Date ” shall mean June 30, 2017.

“ Delta Board of Directors ” shall mean the board of directors of Delta.

“ Delta Common Stock ” shall have the meaning set forth in the Distribution Agreement.

“ Delta Entities ” shall mean Delta and each of the Subsidiaries of Delta except the Ultra Entities.

“ Delta ERISA Group ” shall mean Ultra, Delta and each of their respective ERISA Affiliates.

“ Delta Guarantee ” shall have the meaning set forth in Section  8.24 .

“ Delta Intellectual Property ” shall have the meaning set forth in Section  4.13(a) .

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“ Delta Leased Property ” shall have the meaning set forth in Section  4.14(b) .

“ Delta Obligations ” shall have the meaning set forth in Section  8.24 .

“ Delta Owned Property ” shall have the meaning set forth in Section  4.14(a) .

“ Delta Stockholders ” shall mean the holders of the Delta Common Stock.

“ Delta Tax Counsel ” shall mean Skadden, Arps, Slate, Meagher & Flom LLP.

“ Delta/Ultra Disclosure Schedule ” shall mean the disclosure schedules delivered by Delta and Ultra to Vector concurrently herewith.

“ DGCL ” shall have the meaning set forth in the recitals.

“ Distribution ” shall have the meaning set forth in the recitals.

“ Distribution Agreement ” shall mean the Separation and Distribution Agreement, by and between Delta and Ultra substantially in the form attached hereto as Exhibit  A .

“ Distribution Ratio ” shall mean the ratio set forth in Section 4.1 of the Distribution Agreement.

“ DLLCA ” shall have the meaning set forth in the recitals.

“ DOJ ” shall mean the U.S. Department of Justice.

“ DSS ” shall mean the Defense Security Service of the United States Department of Defense.

“ Effective Time ” and “ Effective Times ” shall have the meanings set forth in Section  3.2(c) .

“ Employee Matters Agreement ” shall mean the Employee Matters Agreement, by and between Delta and Ultra substantially in the form attached hereto as Exhibit  B .

“ Encumbrances ” shall mean all liens (statutory or otherwise), security interests, hypothecations, preferences, priorities, easements, pledges, bailments (in the nature of a pledge or for purposes of security), mortgages, deeds of trusts, covenants, grants of power to confess judgment, charges (including any conditional sale or other title retention agreement or lease in the nature thereof), options, encumbrances or other restrictions of any kind, including restrictions on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership, and all other similar rights of third parties, of any kind or nature.

“ Enumerated Stockholder ” and “ Enumerated Stockholders ” shall have the meanings set forth in the preamble.

“ Environmental Claims ” shall mean any Action, notice, letter, demand or request for information (in each case in writing) by any Person or entity alleging potential Liability (including potential Liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from any violation of Environmental Law or the release, emission, discharge, presence or disposal of, or exposure to, any Hazardous Material at any location.

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“ Environmental Law ” shall mean any Law or Order relating to pollution or the protection, cleanup or restoration of the environment, or to workplace or public health or safety as related to exposure to Hazardous Material, including the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act, the Federal Comprehensive Environmental Response, Compensation, and Liability Act and the Federal Toxic Substances Control Act, in each case as in effect on or prior to the date hereof.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ ERISA Affiliate ” shall mean, with respect to any specified entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the specified entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the specified entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“ Everett Separation ” shall mean (a) the reorganization and spin-off of the Enterprise Services business from Hewlett Packard Enterprise Services, (b) the subsequent merger of Computer Sciences Corporation with a wholly owned subsidiary of the Enterprise Services business and (c) actions in connection with integrating the Enterprise Services business into Delta following such merger.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchanged Debt ” shall have the meaning set forth in Section  8.7(a) .

“ Expense Reimbursement ” shall have the meaning set forth in Section  10.3(b) .

“ FAR ” shall mean the U.S. Federal Acquisition Regulation.

“ FAR System ” shall mean the FAR together with the Department of Defense Federal Acquisition Regulation Supplement and the other agency acquisition regulations that implement or supplement the FAR.

“ Financing Sources ” shall mean the agents, arrangers, lenders and other entities, if any, that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of any financing contemplated to be obtained by Ultra in connection with the Ultra Payments or other financings in connection with the transactions contemplated hereby, including the parties to any joinder agreements, commitment letters, engagement letters, indentures or credit agreements entered into in connection therewith, together with their respective affiliates and their and their respective affiliates’ officers, directors, employees, partners, trustees, shareholders controlling persons, agents and representatives and their respective successors and assigns.

“ First Vector Effective Time ” shall have the meaning set forth Section  3.1(d) .

“ First Vector Merger ” shall have the meaning set forth in the recitals.

“ First Vector Surviving Entity ” shall have the meaning set forth in Section  3.1(a)(ii) .

“ FOCI ” shall have the meaning set forth in Section  4.19(i) .

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“ FTC ” shall mean the U.S. Federal Trade Commission.

“ Fully Diluted Share Count ” shall mean the sum of :

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“ Fundamental Representations and Warranties ” shall mean the representations and warranties set forth in Sections 5.2(a) , 5.3 , 6.2(a) and 6.3 .

“ GAAP ” shall mean United States generally accepted accounting principles.

“ Government Bid ” shall mean any offer, quotation, bid or proposal to sell products or services made by either Party or any of its Subsidiaries to any Governmental Entity or any higher-tier contractor prior to the Closing Date which, if accepted, would result in a Government Contract.

“ Government Contract ” shall mean any prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, purchase order, task order, delivery order, change order, or other contractual commitment of any kind, between any Party or any of its Subsidiaries, on the one hand, and any (a) Governmental Entity, (b) prime contractor of a Governmental Entity in its capacity as a prime contractor, or (c) subcontractor with respect to any contract of a type described in clauses (a) or (b) above, on the other hand. A task, purchase, delivery or work order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but will be considered part of the Government Contract to which it relates.

“ Governmental Entity ” shall have the meaning set forth in the Distribution Agreement.

“ Hazardous Material ” shall mean any material, substance or waste as to which Liability or standards of conduct may be imposed under any Environmental Law.

“ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“ Indebtedness ” shall have the meaning set forth in the Distribution Agreement.

“ Information ” shall have the meaning set forth in the Distribution Agreement.

“ Information Privacy and Security Laws ” shall mean all applicable Laws and self-regulatory guidelines concerning the privacy, protection or security of Personal Information, including the Fair

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Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act (as amended by the Health Information Technology for Economic and Clinical Health Act), state data breach notification and security Laws, and any European Union member state Laws implementing the European Union Directive 95/46/EC or, after May 24, 2018, the European Union General Data Protection Regulation 2016/679, in each case, where applicable.

“ Intellectual Property ” shall have the meaning set forth in the Distribution Agreement.

“ Intended Tax-Free Status ” shall mean the intended U.S. federal income tax consequences described in clause (J) of the recitals.

“ Internal Reorganization ” shall have the meaning set forth in the Distribution Agreement.

“ International Trade Laws ” shall have the meaning set forth in Section  4.20(a) .

“ IP Matters Agreement ” shall mean the Intellectual Property Matters Agreement by and between Delta and Ultra substantially in the form attached hereto as Exhibit  C .

“ IRS ” shall mean the U.S. Internal Revenue Service.

“ ITAR ” shall mean Title 22, Section 122.4 of the International Traffic in Arms Regulations.

“ Key Kodiak Employees ” shall mean those Kodiak Employees set forth in Section 1.1(a) of the Kodiak Disclosure Schedule.

“ Key Ultra Group Employees ” shall mean those Ultra Group Employees set forth in Section 1.1(a) of the Delta/Ultra Disclosure Schedule.

“ Key Vector Employees ” shall mean those Vector Employees set forth in Section 1.1(a) of the Vector Disclosure Schedule.

“ Knowledge ” shall mean: (a) with respect to Delta and Ultra, the actual knowledge of the persons listed on Section 1.1(b) of the Delta/Ultra Disclosure Schedule; (b) with respect to Vector, the actual knowledge of the persons listed on Section 1.1(b) of the Vector Disclosure Schedule; and (c) with respect to Kodiak, the actual knowledge of the persons listed on Section 1.1(b) of the Kodiak Disclosure Schedule.

“ Kodiak ” shall have the meaning set forth in the preamble.

“ Kodiak Advisory Agreement ” shall mean that certain Advisory Agreement, dated as of May 29, 2009, by and among the Kodiak Stockholder, Kodiak, Veritas, and KeyPoint Government Solutions, Inc. (f/k/a Kroll Government Solutions, Inc.).

“ Kodiak Applicable Date ” shall mean June 30, 2017.

“ Kodiak Audited Financial Statements ” shall have the meaning set forth in Section  8.5(d)(iii) .

“ Kodiak Board of Directors ” shall mean the board of directors of Kodiak.

“ Kodiak Certificate ” shall have the meaning set forth in Section  3.2(e)(ii) .

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“ Kodiak Closing ” shall have the meaning set forth in Section  3.3 .

“ Kodiak Common Stock ” shall mean the common stock of Kodiak, par value $0.01 per share.

“ Kodiak Credit Agreement ” shall mean that certain Credit Agreement, dated as of April 18, 2017 (as may be further amended, amended and restated, supplemented or otherwise modified from time to time), by and among KeyPoint Government Solutions, Inc., as borrower, Kodiak, the several lenders from time to time parties thereto (collectively, the “ Lenders ”), Cortland Capital Market Services LLC, as administrative agent and collateral agent, KKR Credit Advisors (US) LLC, as structuring advisor and KKR Capital Markets LLC, as lead arranger, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of May 8, 2017, among the KeyPoint Government Solutions, Inc., as borrow, Holdings, the Lenders, and Cortland Capital Market Services LLC, as administrative agent and collateral agent.

“ Kodiak Debt Payoff Amount ” shall mean the amount of Indebtedness outstanding on the Closing Date under the Kodiak Credit Agreement, plus any prepayment premiums and accrued interest due as of the Closing Date, as set forth in the applicable Payoff Letter(s).

“ Kodiak Disclosure Schedule ” shall mean the disclosure schedules delivered by Kodiak to Delta concurrently herewith.

“ Kodiak Effective Time ” shall have the meaning set forth in Section  3.2(c) .

“ Kodiak Employee ” shall mean, as of any date, any individual who is an employee of any Kodiak Entity (including employees who are not actively at work on such date by reason of illness, vacation, leave of absence or short-term disability).

“ Kodiak Entities ” shall mean Kodiak and each of its Subsidiaries.

“ Kodiak Equity Interests ” shall have the meaning set forth in Section  6.2(a) .

“ Kodiak ERISA Group ” shall mean Kodiak and each of its ERISA Affiliates.

“ Kodiak ERISA Plan ” shall have the meaning set forth in Section  6.9(a) .

“ Kodiak Financial Statements ” shall have the meaning set forth in Section  6.5 .

“ Kodiak IP License ” shall have the meaning set forth in Section  6.13(b) .

“ Kodiak June 2017 Balance Sheet ” shall have the meaning set forth in Section  6.5(a) .

“ Kodiak Leased Property ” shall have the meaning set forth in Section  6.14(b) .

“ Kodiak Material Adverse Effect ” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to:

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“ Kodiak Material Contract ” shall have the meaning set forth in Section  6.15(a) .

“ Kodiak Merger ” shall have the meaning set forth in the recitals.

“ Kodiak Merger Consideration ” shall mean the Kodiak Stock Consideration.

“ Kodiak Merger Sub ” shall have the meaning set forth in the preamble.

“ Kodiak Merger Sub Common Stock ” shall mean the common stock of Kodiak Merger Sub, par value $0.01 per share.

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“ Kodiak Merger Sub Equity Interests ” shall have the meaning set forth in Section  4.2(d) .

“ Kodiak Merger Sub Stockholder Approval ” shall mean the affirmative vote of Ultra, as the sole holder of Kodiak Merger Sub Equity Interests.

“ Kodiak Owned Intellectual Property ” shall have the meaning set forth in Section  6.13(a) .

“ Kodiak Owned Property ” shall have the meaning set forth in Section  6.14(a) .

“ Kodiak Parent ” shall have the meaning set forth in Section  9.2(g) .

“ Kodiak Parent Agreements ” shall have the meaning set forth in Section  9.2(g) .

“ Kodiak Plans ” shall have the meaning set forth in Section  6.9(a) .

“ Kodiak Registered Intellectual Property ” shall have the meaning set forth in Section  6.13(a) .

“ Kodiak Stock Consideration ” shall mean a number of shares of Ultra Common Stock equal to the product of (a) 1.16327 times the Fully Diluted Share Count, and (b) 0.0265111.

“ Kodiak Stockholders ” shall have the meaning set forth in the preamble.

“ Kodiak Subsequent Financial Statements ” shall have the meaning set forth in Section  8.5(d)(iii) .

“ Kodiak Transaction Expenses ” shall mean any Transaction Expenses incurred by any Kodiak Entity or the Kodiak Stockholder.

“ Kodiak Waived Payments ” shall have the meaning set forth in Section  8.14(c) .

“ Law ” shall have the meaning set forth in the Distribution Agreement.

“ Liabilities ” shall have the meaning set forth in the Distribution Agreement.

“ License ” shall mean any license, ordinance, authorization, permit, certificate, right, easement, variance, exemption, consent, franchise or approval from any Governmental Entity, domestic or foreign.

“ Lien ” shall mean, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, lease, encumbrance or other adverse claim of any kind in respect of such property or asset.

“ MAP ” shall have the meaning set forth in the Employee Matters Agreement.

“ Merger ” and “ Mergers ” shall have the meanings set forth in the recitals.

“ Merger Sub ” and “ Merger Subs ” shall have the meanings set forth in the preamble.

“ Maximum Dividend/Exchange Amount ” means an amount equal to $1,050,000,000, minus the Remaining Ultra Notes Amount.

“ Maximum Unvested Ultra Award Amount ” shall have the meaning set forth in clause (d) of the definition of “Fully Diluted Share Count”.

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“ Multiemployer Plan ” shall mean any “multiemployer plan” within the meaning of Section 3(37) of ERISA.

“ NASDAQ ” shall mean the NASDAQ Global Market.

“ New DC Plan ” shall have the meaning set forth in Section  8.14(d) .

“ New Plans ” shall have the meaning set forth in Section  8.14(b) .

“ Next Month End ” has the meaning set forth in Section  3.3 .

“ NISPOM ” shall mean the applicable requirements under the National Industrial Security Program Operating Manual, dated February 28, 2006, and supplements, amendments and revisions thereof.

“ Non-Recourse Party ” shall have the meaning set forth in Section  12.16(a) .

“ Non-US Agency Agreement ” shall mean the Non-US Agency Agreement by and between Delta and Ultra substantially in the form attached hereto as Exhibit  D .

“ NYSE ” shall mean the New York Stock Exchange, Inc.

“ Order ” shall mean any decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, settlement, ruling, restriction, charge or writ of any Governmental Entity, whether temporary, preliminary or permanent.

“ Party ” and “ Parties ” shall have the meanings set forth in the preamble.

“ Payoff Letters ” shall mean letters, obtained prior to the Closing Date, in customary form and substance, from any Person to whom any Indebtedness is owed under the Vector Credit Agreement or the Kodiak Credit Agreement as of the Closing Date setting forth wire transfer instructions and the amount or amounts necessary to discharge in full the obligations owed to such Person in connection with such Indebtedness.

“ Permits ” shall mean permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity.

“ Permitted Acquisitions ” shall mean acquisitions, Merger or divestitures by any Ultra Entity set forth on Section 1.1(c) of the Delta/Ultra Disclosure Schedule (along with any associated debt or equity financing in connection with such acquisitions, Merger or divestitures); provided that the entities acquired pursuant to such acquisitions, Merger or divestitures do not, individually or in the aggregate, constitute a significant subsidiary (as defined in Regulation S-X as promulgated by the SEC), and provided , further , that such acquisitions, Merger or divestitures do not, individually or in the aggregate, materially delay or prevent the consummation of the Separation or the Merger.

“ Permitted Liens ” shall mean: (a) zoning restrictions, easements, rights-of-way or other restrictions on the use of real property ( provided that such liens and restrictions do not materially interfere with the use of such real property or operation of the respective businesses of Ultra, Vector or Kodiak as currently operated or otherwise materially and adversely impair the current business operations at such location); (b) pledges or deposits under workmen’s compensation Laws, unemployment insurance Laws or similar legislation, or good faith deposits in connection with bids, tenders, Contracts or leases to which such Person (or a Subsidiary of such Person) is a party, or deposits to secure public or statutory obligations of

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such entity or to secure surety or appeal bonds to which such Person (or a Subsidiary of such Person) is a party, or deposits as security for contested Taxes, in each case incurred or made in the ordinary course of business consistent with past practice; (c) Liens imposed by Law, including carriers’, warehousemen’s, landlords’ and mechanics’ liens, in each case incurred in the ordinary course of business consistent with past practice for sums not yet due or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (d) statutory Liens for Taxes, assessments or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (e) encumbrances that do not materially impair the ownership or use of the assets to which they relate and licenses of Intellectual Property made in the ordinary course of business; and (f) Liens set forth in Section 1.1(d) of the Vector Disclosure Schedule, Section 1.1(d) of the Kodiak Disclosure Schedule or Section 1.1(d) of the Delta/Ultra Disclosure Schedule, as applicable, with respect to the Indebtedness in existence as of the date hereof, in each case as security for such Indebtedness and so long as there is no default under such Indebtedness.

“ Person ” shall have the meaning set forth in the Distribution Agreement.

“ Personal Information ” shall mean (a) any information or data that is governed, regulated or protected by one or more applicable Information Privacy and Security Law, and (b) any confidential information or data that is received, created, transmitted or maintained in any form.

“ Principals ” shall have the meaning set forth in FAR § 52.209-5.

“ Qualified Plan Termination ” shall have the meaning set forth in Section  8.14(d) .

“ Real Estate Matters Agreement ” shall mean the Real Estate Matters Agreement by and between Delta and Ultra substantially in the form attached hereto as Exhibit  E .

“ Record Date ” shall have the meaning set forth in the Distribution Agreement.

“ Registration Statement ” shall mean the registration statement to be filed by Ultra with the SEC in connection with the issuance of shares of Ultra Common Stock in connection with the Distribution.

“ Related Parties ” with respect to any specified Person, means: (a) any current or former Affiliate of such specified Person, or any director, officer, partner, manager or member of such Affiliate, (b) any Person who serves or within the past three years has served as a director, officer, partner, member or in a similar capacity of such specified Person, (c) any Person set forth on Section 8.3 of the Delta/Ultra Disclosure Schedule, (d) any immediate family member of a Person described in clause (b) or (c) of this sentence, or (e) any other Person who holds, individually or together with any Affiliate of such other Person and any member(s) of such Person’s immediate family, more than 5% of the outstanding equity or ownership interests of such specified Person.

“ Relevant Ultra Options ” shall have the meaning set forth in clause (b) of the definition of “Fully Diluted Share Count”.

“ Remaining Ultra Notes Amount ” shall mean the aggregate principal value of the Ultra Existing Notes immediately following the Ultra Existing Notes Exchange.

“ Representative ” shall mean, with respect to any Person, any of such Person’s directors, managers or persons acting in a similar capacity with such Person’s approval on its behalf, officers, employees, agents, consultants, financial and other advisors, accountants, attorneys and other representatives.

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“ Restricted Employee ” shall mean any employee of Ultra, the Surviving Entities or their respective Subsidiaries and controlled Affiliates.

“ Rule 144 ” shall have the meaning set forth in Section  7.9 .

“ RSU/PSU Underlying Shares ” shall have the meaning set forth in clause (c) of the definition of “Fully Diluted Share Count”.

“ SAS 100 ” shall have the meaning set forth in Section  8.5(b)(i) .

“ SEC ” shall mean the U.S. Securities and Exchange Commission.

“ Second Vector Effective Time ” shall have the meaning set forth Section  3.1(d) .

“ Second Vector Merger ” shall have the meaning set forth in the recitals.

“ Second Vector Surviving Entity ” shall have the meaning set forth in Section  3.1(b)(ii) .

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Separation ” shall have the meaning set forth in the recitals.

“ Separation Agreements ” shall mean, collectively: (a) the Distribution Agreement; (b) the Tax Matters Agreement; (c) the Transition Services Agreement; (d) the Employee Matters Agreement; (e) the Real Estate Matters Agreement; (f) the Non-US Agency Agreement; and (g) the IP Matters Agreement.

“ Separation Date ” shall mean the date and time that the Separation shall become effective.

“ Separation Expenses ” shall have the meaning set forth in the Distribution Agreement.

“ Software ” shall mean all computer software, including source codes, machine readable code, object code, algorithms and printed listings of code, in any and all forms and media, and all related documentation.

“ Special Dividend ” shall have the meaning set forth in the recitals.

“ Special Dividend Amount ” shall mean the amount determined by Delta after considering in good faith the estimated adjusted tax bases of the assets and liabilities of the Ultra Business; provided , however , that in no event shall the sum of the Special Dividend Amount and the Debt Exchange Amount exceed the Maximum Dividend/Exchange Amount.

“ Spin-Off Tax Opinion ” shall have the meaning set forth in Section  8.22(a) .

“ Sponsor Side Letter ” shall mean that certain Letter Agreement, dated as of October 11, 2017, by and among the Enumerated Stockholders, Veritas and Ultra.

“ Stock Exchange ” shall mean the NYSE or NASDAQ as determined by Delta in its sole discretion as the location of its primary listing of Ultra Common Stock.

“ Subsidiary ” shall have the meaning set forth in the Distribution Agreement.

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“ Surviving Entity ” and “ Surviving Entities ” shall have the meanings set forth in Section  3.2(a)(ii) .

“ Tax ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement by and between Delta and Ultra substantially in the form attached hereto as Exhibit  F .

“ Tax Representation Letters ” shall mean Tax representation letters containing normal and customary representations and statements reasonably satisfactory in form and substance to Delta Tax Counsel in light of the facts and the conclusions to be reached in the Spin-Off Tax Opinion, executed by the applicable Parties, and other Persons, if required, as reasonably agreed by such Parties.

“ Tax Return ” shall mean any report, return, statement or similar document (including information returns and amended returns), including any schedules or attachments thereto, and any amendment or supplement thereof, required to be filed or that were or may be filed for any period with any Taxing Authority in connection with any Tax or Taxes (whether domestic or foreign).

“ Taxing Authority ” shall mean any governmental authority (whether United States or non-United States, and including any state, municipality, political subdivision or governmental agency) responsible for the imposition, administration, collection, determination or regulation of any Tax.

“ Termination Date ” shall have the meaning set forth in Section  10.1(b)(i) .

“ Termination Fee ” shall have the meaning set forth in Section  10.3(b) .

“ Third-Party Claim ” shall have the meaning set forth in the Distribution Agreement.

“ Total Transaction Expenses ” shall mean the sum of the Kodiak Transaction Expenses, Vector Transaction Expenses and the Ultra Transaction Expenses.

“ Transaction Agreements ” shall mean, collectively: (a) this Agreement; (b) the Sponsor Side Letter; (c) the Separation Agreements; and (d) all other documents required to be delivered on the Closing Date by any Party pursuant to this Agreement.

“ Transaction Expenses ” shall mean all costs, fees and expenses incurred directly in relation to the Transactions (including fees and expenses of legal counsel, accountants, investment bankers and other Representatives and consultants, and financing fees, costs and expenses, if any), whether or not paid prior to the Closings.

“ Transactions ” shall mean, collectively, the transactions contemplated by this Agreement and the other Transaction Agreements, including the Separation and the Mergers.

“ Transition Services Agreement ” shall mean the Transition Services Agreement by and between Delta and Ultra substantially in the form attached hereto as Exhibit  G .

“ Treasury Regulations ” shall mean the U.S. Treasury Regulations promulgated under the Code..

“ Ultra ” shall have the meaning set forth in the preamble.

“ Ultra 401(k) Plan ” shall have the meaning set forth in the Employee Matters Agreement.

“ Ultra Assets ” shall have the meaning set forth in the Distribution Agreement.

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“ Ultra Audited Financial Statements ” shall have the meaning set forth in Section  8.5(a) .

“ Ultra Board of Directors ” shall mean the board of directors of Ultra.

“ Ultra Business ” shall have the meaning set forth in the Distribution Agreement.

“ Ultra Contracting Entities ” shall mean Enterprise Services LLC, Enterprise Services Admin Services LLC, Enterprise Services State and Local Inc., Safeguard Services LLC, and NHIC Corporation.

“ Ultra Common Stock ” shall mean all of the issued and outstanding shares of common stock, par value $0.01 per share, of Ultra.

“ Ultra Entities ” shall mean Ultra and each of the Ultra Subsidiaries.

“ Ultra Equity Interests ” shall have the meaning set forth in Section  4.2(a) .

“ Ultra ERISA Plan ” shall have the meaning set forth in Section  4.9(a) .

“ Ultra Existing Notes ” shall mean the 7.45% Senior Notes due 2029 of Enterprise Services, LLC, a Delaware limited liability company.

“ Ultra Existing Notes Exchange ” shall have the meaning set forth in Section  8.6 .

“ Ultra Financial Statements ” shall have the meaning set forth in Section  4.5(a) .

“ Ultra Group Employee ” shall have the meaning set forth in the Employee Matters Agreement.

“ Ultra Liabilities ” shall have the meaning set forth in the Distribution Agreement.

“ Ultra Material Adverse Effect ” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to:

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“ Ultra Material Contract ” shall have the meaning set forth in Section  4.15(a) .

“ Ultra Option ” shall have the meaning set forth in the Employee Matters Agreement.

“ Ultra Payments ” shall mean the amount necessary for Ultra or its Subsidiaries to fund: (a) the Special Dividend; (b) the Vector Cash Consideration; (c) the Debt Payoff Amount; and (d) the Total Transaction Expenses.

“ Ultra Plans ” shall have the meaning set forth in Section  4.9(a) .

“ Ultra PSU ” shall have the meaning set forth in the Employee Matters Agreement.

“ Ultra RSU ” shall have the meaning set forth in the Employee Matters Agreement.

“ Ultra Stockholder Approval ” shall mean the affirmative stockholder vote of Delta, as the sole stockholder of Ultra.

“ Ultra Stockholders ” shall mean the holders of Ultra Common Stock.

“ Ultra Subsequent Financial Statements ” shall have the meaning set forth in Section  8.5(a) .

“ Ultra Subsidiaries ” shall mean each Merger Sub, each of their respective Subsidiaries, and any other Subsidiary of Ultra at the time of the Distribution.

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“ Ultra Transaction Expenses ” shall mean any Transaction Expenses incurred or paid by Delta, Ultra or any of their respective Subsidiaries; provided that in no event shall Ultra Transaction Expenses include any Separation Expenses.

“ Ultra Underlying Shares ” shall have the meaning set forth in clause (c) of the definition of “Fully Diluted Share Count”.

“ Underlying Option Shares ” shall have the meaning set forth in clause (b) of the definition of “Fully Diluted Share Count”.

“ Unvested Ultra Awards ” shall have the meaning set forth in clause (d) of the definition of “Fully Diluted Share Count”.

“ Vector ” shall have the meaning set forth in the preamble.

“ Vector Advisory Agreement ” shall mean that certain Advisory Agreement, dated as of November 22, 2010, by and between the Vector Stockholder and Veritas, as amended.

“ Vector Applicable Date ” shall mean June 30, 2017.

“ Vector Audited Financial Statements ” shall have the meaning set forth in Section  8.5(d)(ii) .

“ Vector Board of Directors ” shall mean the board of directors of Vector.

“ Vector Cash Consideration ” shall mean $400,000,000.

“ Vector Certificate ” shall have the meaning set forth in Section  3.1(g)(ii) .

“ Vector Closing ” shall have the meaning set forth in Section  3.3 .

“ Vector Common Stock ” shall mean the common stock of Vector, par value $0.01 per share.

“ Vector Merger Consideration ” shall mean the Vector Stock Consideration and a cash payment in an amount equal to the Vector Cash Consideration, together.

“ Vector Credit Agreements ” shall mean: (a) the First Lien Credit Agreement dated May 23, 2014 (as amended on June 17, 2016) by and among Vencore Holding Corp., Vencore, Inc., the several banks and other financial institutions or entities from time to time parties thereto and UBS AG, Stamford Branch; and (b) the Second Lien Credit Agreement dated May 23, 2014 (as amended on June 17, 2016) by and among Vencore Holding Corp., Vencore, Inc., the several lenders from time to time parties thereto and UBS AG, Stamford Branch, in each case as may be amended, amended and restated, supplemented or otherwise modified from time to time.

“ Vector Debt Payoff Amount ” shall mean the amount of Indebtedness outstanding on the Closing Date under the Vector Credit Agreements, plus any prepayment premiums and accrued interest due as of the Closing Date, as set forth in the applicable Payoff Letter(s).

“ Vector Disclosure Schedule ” shall mean the disclosure schedules delivered by Vector to Delta concurrently herewith.

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“ Vector Employee ” shall mean, as of any date, any individual who is an employee of any Vector Entity (including employees who are not actively at work on such date by reason of illness, vacation, leave of absence or short-term disability).

“ Vector Entities ” shall mean Vector and each of its Subsidiaries.

“ Vector Equity Interests ” shall have the meaning set forth in Section  5.2(a) .

“ Vector ERISA Group ” shall mean Vector and each of its ERISA Affiliates.

“ Vector ERISA Plan ” shall have the meaning set forth in Section  5.9(a) .

“ Vector Financial Statements ” shall have the meaning set forth in Section  5.5(a).

“ Vector IP License ” shall have the meaning set forth in Section  5.13(b) .

“ Vector June 2017 Balance Sheet ” shall have the meaning set forth in Section  5.5(a) .

“ Vector Leased Property ” shall have the meaning set forth in Section  5.14(b) .

“ Vector Material Adverse Effect ” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to:

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“ Vector Material Contract ” shall have the meaning set forth in Section  5.15(a) .

“ Vector Merger ” and “ Vector Mergers ” shall have the meanings set forth in the recitals.

“ Vector Merger Corp ” shall have the meaning set forth in the preamble.

“ Vector Merger Corp Common Stock ” shall mean the common stock of Vector Merger Corp, par value $0.01 per share.

“ Vector Merger Corp Equity Interests ” shall have the meaning set forth in Section  4.2(b) .

“ Vector Merger Corp Stockholder Approval ” shall mean the affirmative vote of Ultra, as the sole holder of Vector Merger Corp Equity Interests.

“ Vector Merger LLC ” shall have the meaning set forth in the preamble.

“ Vector Merger LLC Equity Interests ” shall have the meaning set forth in Section  4.2(c) .

“ Vector Merger LLC Member Approval ” shall mean the affirmative vote of Ultra, as the sole holder of Vector Merger LLC Membership Units.

“ Vector Merger LLC Membership Units ” shall mean the membership units of Vector Merger LLC having the rights, privileges and obligations set forth in Vector Merger LLC’s limited liability company operating agreement.

“ Vector Owned Intellectual Property ” shall have the meaning set forth in Section  5.13(a) .

“ Vector Owned Property ” shall have the meaning set forth in Section  5.14(a) .

“ Vector Parent ” shall have the meaning set forth in Section  9.2(f) .

“ Vector Parent Agreements ” shall have the meaning set forth in Section  9.2(f) .

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“ Vector Plan ” shall have the meaning set forth in Section  5.9(a) .

“ Vector Registered Intellectual Property ” shall have the meaning set forth in Section  5.13(a) .

“ Vector Stock Consideration ” shall mean a number of shares of Ultra Common Stock equal to the product of (a) 1.16327 times the Fully Diluted Share Count, and (b) 0.1138411.

“ Vector Stockholder ” shall have the meaning set forth in the preamble.

“ Vector Subsequent Financial Statements ” shall have the meaning set forth in Section  8.5(d)(ii) .

“ Vector Transaction Expenses ” shall mean any Transaction Expenses incurred by any Vector Entity or the Vector Stockholder.

“ Vector Waived Payments ” shall have the meaning set forth in Section  8.14(c) .

“ Vector/Kodiak Material Adverse Effect ” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to:

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“ Veritas ” shall mean Veritas Capital Fund Management, L.L.C.

“ WARN ” shall mean the Worker Adjustment and Retraining Notification Act of 1988, as amended, and all similar Laws.

“ Written Consents ” shall mean irrevocable written consents of each of the Enumerated Stockholders duly adopting this Agreement delivered to Delta and Ultra after approval of the Agreement by the Vector Board of Directors and the Kodiak Board of Directors and concurrently or immediately following the execution of this Agreement.

Upon the terms and subject to the conditions of the Distribution Agreement, prior to the Effective Times, Delta and Ultra (a) shall each use its respective reasonable best efforts to consummate and make effective the Separation and payment of the Special Dividend contemplated by the Distribution Agreement in accordance with its terms prior to the Termination Date, and (b) shall each use its respective reasonable best efforts to promptly take or cause to be taken all actions, and shall promptly use its reasonable best efforts to do or cause to be done and assist and cooperate with the other Parties in doing all things necessary, proper or advisable to consummate and make effective the Separation and payment of the Special Dividend contemplated by the Distribution Agreement prior to the Termination Date, including using reasonable best efforts to satisfy the conditions to the consummation of the Distribution set forth in Section 4.4 of the Distribution Agreement.

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The Vector Mergers shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL and the DLLCA.

Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the First Vector Surviving Entity and concurrently with or as soon as practicable following the Vector Closing shall be filed with the Secretary of State of the State of Delaware. The First Vector Merger shall become effective at the time of filing such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be designated by the Parties and specified in such certificate of merger (the time as of which the First Vector Merger becomes effective, the “ First Vector Effective Time ”). Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL and the DLLCA shall be duly executed by the Second Vector Surviving Entity and as soon as practicable following the First Vector Effective Time shall be filed with the Secretary of State of the State of Delaware. The Second Vector Merger

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shall become effective at the time of filing such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be designated by the Parties and specified in such certificate of merger (the time as of which the Second Vector Merger becomes effective, the “ Second Vector Effective Time ”).

By virtue of the First Vector Merger and without any action on the part of any holder of the capital stock of Vector or Vector Merger Corp:

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At the First Vector Effective Time, the Vector Stockholder shall deliver to Ultra a duly completed and validly executed a customary stock power together with the Vector Stockholder’s Vector Certificate(s), and Ultra shall distribute to the Vector Stockholder the Vector Merger Consideration into which the shares of Vector Common Stock held by the Vector Stockholder have been converted in accordance with Section  3.1(g)(i) .

All shares of Ultra Common Stock issued upon conversion of shares of Vector Common Stock in accordance with the terms of this Section  3.1(h) shall be deemed to have been issued at the First Vector Effective Time and, together with the Vector Cash Consideration, will be deemed full satisfaction of all rights pertaining to such shares of Vector Common Stock.

At the Second Vector Effective Time, by virtue of the Second Vector Merger and without any action on the part of any holder of the capital stock of the First Vector Surviving Entity or Vector Merger LLC:

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The Kodiak Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.

Subject to the provisions of this Agreement, a certificate of merger satisfying the applicable requirements of the DGCL shall be duly executed by the Kodiak Surviving Entity and concurrently with or as soon as practicable following the Kodiak Closing shall be filed with the Secretary of State of the State of Delaware. The Kodiak Merger shall become effective at the time of filing such certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be designated by the Parties and specified in such certificate of merger (the time as of which the Kodiak Merger becomes effective, the “ Kodiak Effective Time ”, and together with the First Vector Effective Time and the Second Vector Effective Time, the “ Effective Times ”, and each, an “ Effective Time ”).

By virtue of the Kodiak Merger and without any action on the part of any holder of the capital stock of Kodiak or Kodiak Merger Sub:

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At the Kodiak Effective Time, the Kodiak Stockholder shall deliver to Ultra a duly completed and validly executed customary stock power together with the Kodiak Stockholder’s Kodiak Certificate(s), and Ultra shall distribute to the Kodiak Stockholder the Kodiak Merger Consideration into which the shares of Kodiak Common Stock held by the Kodiak Stockholder have been converted in accordance with Section  3.2(e)(i) .

All shares of Ultra Common Stock issued upon conversion of shares of Kodiak Common Stock in accordance with the terms of this Section  3.2(f) shall be deemed to have been issued at the Kodiak Effective Time and will be deemed full satisfaction of all rights pertaining to such shares of Kodiak Common Stock.

Unless this Agreement is terminated pursuant to Section  10.1 , the closing of the Vector Mergers (the “ Vector Closing ”) and the closing of the Kodiak Merger (the “ Kodiak Closing ”, and together with the Vector Closing, the “ Closings ”) shall take place on a date and at a time to be specified by the Parties, which shall be no later than the third Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article  9 (as such date may be adjusted pursuant to the further provisions of this sentence, the “ Closing Date ”), provided , however , that if such date is not the Business Day nearest in time to the first financial month end of Ultra following such date (the “ Next Month End ”), then Delta may elect to have the Closing take place on the Next Month End, unless another date is agreed to in writing by the Parties; provided , further , that Delta shall not have the right to make such an election if it would result in the Closing Date on or after the Termination Date.

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The Parties shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law; provided that, prior to deducting or withholding any such amounts, the Person intending to so deduct or withhold such amounts shall provide the Person with respect to which such deduction or withholding is proposed to be made with prior written notice of its intent to deduct and withhold and each shall cooperate in good faith to reduce (or eliminate) the deduction or withholding of such amounts. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons with respect to which such deduction and withholding was made.

If, at any time after the Effective Times, any further action is determined by Ultra, the First Vector Surviving Entity, the Second Vector Surviving Entity or the Kodiak Surviving Entity to be necessary or desirable (a) to carry out the purposes of this Agreement, (b) to vest the First Vector Surviving Entity with full right, title and possession of and all rights and property of Vector and Vector Merger Corp, (c) to vest the Second Vector Surviving Entity with full right, title and possession of and all rights and property of the First Vector Surviving Entity and Vector Merger LLC, or (d) to vest the Kodiak Surviving Entity with full right, title and possession of and all rights and property of Kodiak and Kodiak Merger Sub, the officers and directors of the First Vector Surviving Entity, the Second Vector Surviving Entity, and/or the Kodiak Surviving Entity, as applicable, shall be fully authorized to take such action.

Except as disclosed in the Delta/Ultra Disclosure Schedule (regardless of whether or not the relevant Section hereof refers to the Delta/Ultra Disclosure Schedule), it being understood and agreed that each disclosure set forth in the Delta/Ultra Disclosure Schedule shall qualify or modify each of the representations and warranties set forth in this Article 4 to the extent the applicability of the disclosure to such representation and warranty is reasonably apparent from the text of the disclosure made, Delta, Ultra and the Merger Subs hereby represent and warrant to Vector as follows:

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No Ultra Entity has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against on a combined balance sheet of Ultra prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations: (a) set forth or reflected or reserved against in the unaudited combined balance sheet of Ultra as of October 31, 2016 included in the Ultra Financial Statements; (b) incurred in the ordinary course of business since October 31, 2016 or incurred in connection with a Permitted Acquisition; (c) incurred in connection with the Mergers or any other transaction or agreement contemplated by this Agreement; (d) reflected in pro forma financial information disclosed in the Ultra Financial Statements; or (e) that would not, individually or in the aggregate, constitute an Ultra Material Adverse Effect. Except as set forth in Section 4.6 of the Delta/Ultra Disclosure Schedule, no Ultra Entity is a party to, or has any commitment to become a party to, any off balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among any Ultra Entity, on the one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act).

Except for actions taken in connection with the Everett Separation, the Separation, Special Dividend, Debt Exchange and Permitted Acquisitions, since October 31, 2016: (a) the Ultra Entities have conducted their respective businesses in all material respects in the ordinary course of such businesses consistent with past practice, except in connection with this Agreement and the transactions contemplated hereby; (b) an Ultra Material Adverse Effect has not occurred; and (c) except as set forth in Section 4.7(c) of the Delta/Ultra Disclosure Schedule, no Ultra Entity has taken any action or agreed to take any action that would be prohibited by Section  8.1 if it were taken on or after the date of this Agreement without Vector’s and Kodiak’s prior written consent.

Except as set forth in Section 4.8 of the Delta/Ultra Disclosure Schedule, there are no Actions pending or, to the Knowledge of Ultra, threatened against any Ultra Entity, or outstanding Orders by which any Ultra Entity is subject or bound, in each case that would, individually or in the aggregate, constitute an Ultra Material Adverse Effect.

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Except as would not, individually or in the aggregate, constitute an Ultra Material Adverse Effect: (a) the Ultra Business is, and since the Delta Applicable Date has been, conducted in compliance with all applicable Laws; and (b) the Ultra Entities hold and are in compliance with all material Permits necessary to conduct the Ultra Business as currently conducted. Since the Delta Applicable Date, no Ultra Entity has received written notice from any Governmental Entity that any Permit will be terminated or modified, is threatened with suspension, or will not be renewed in the ordinary course of business consistent with past practice, except as would not, individually or in the aggregate, constitute an Ultra Material Adverse Effect.

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“ Ultra Material Contract ” shall mean (i) each Contract of the type described in clauses (A) through (D) above (other than Ultra Plans), and (ii) the Contracts listed in or underlying the items listed in Sections 4.15(a), 4.19(a) and 4.21 of the Delta/Ultra Disclosure Schedule.

Each Ultra Group Employee has been primarily dedicated to providing services to or supporting, or is reasonably necessary to the operation of, the Ultra Business. Except as disclosed in Section 4.16 of the Delta/Ultra Disclosure Schedule or as would not, individually or in the aggregate, constitute an Ultra Material Adverse Effect: (a) since the Delta Applicable Date, there has been no material labor strike, dispute, slowdown, work stoppage, concerted refusal to work overtime, lockout or other material labor dispute pending, or to the Knowledge of Ultra, threatened against any Ultra Entity or related to the Ultra Business; (b) each Delta Entity, including the Ultra Entities, is, with respect to the Ultra Group Employees, in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health

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requirements, plant closings, wages and hours, employee classification, withholding of taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters with respect to the Ultra Business; and (c) no Delta Entity, including the Ultra Entities, is a party to or bound by any collective bargaining or similar agreement with any labor organization with respect to any Ultra Group Employees.

Except as would not constitute an Ultra Material Adverse Effect: (a) the Ultra Entities own or hold policies of insurance, or are self-insured, in amounts providing reasonably adequate coverage against all risks customarily insured against by companies in similar lines of business as the Ultra Business; and (b) all such material insurance policies of the Ultra Business are in full force and effect, no notice of cancellation or modification has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default, by any insured thereunder.

Except for Guggenheim Securities, LLC, no broker, finder, financial advisor, investment banker or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission or expense reimbursement in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Ultra Entities.

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Except as would not constitute an Ultra Material Adverse Effect:

Section 4.20 of the Delta/Ultra Disclosure Schedule sets forth the registrations and material licenses of the Ultra Entities with the Directorate of Defense Trade Controls, U.S. Department of State under the ITAR and Bureau of Industrial Security, U.S. Department of Commerce under the Export Administration Regulations.

Except as set forth in Section 4.21 of the Delta/Ultra Disclosure Schedule or pursuant to the Transaction Agreements (and after giving effect to the transactions contemplated therein and subject to the terms of the Transaction Documents), (a) neither Delta nor any of its Related Parties, directly or indirectly, (i) owns any property (whether, real, personal or mixed) or right, tangible or intangible, that is used or currently intended to be used by any Ultra Entity or in connection with the Ultra Business, (ii) has any claim or cause of action against any Ultra Entity or in connection with the Ultra Business, (iii) owes any money to, or is owed any money by, any Ultra Entity, or any other Person in connection with the Ultra Business or (iv) is party to any other contract, arrangement or agreement with any Ultra Entity or in connection with the Ultra Business, other than contracts, arrangements or agreements on arm’s-length and commercially reasonable terms, and (b) there are no, and since the Delta Applicable Date there have not been, any transactions, Contracts, agreements, arrangements or understandings or series of related transactions, Contracts, agreements, arrangements or understandings (each, an “ Affiliate Transaction ”) relating to the Ultra Business, nor are there any of the foregoing currently proposed, that (if proposed but not having been consummated or executed, if consummated or executed) would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

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On the Closing Date, Delta shall ensure that Ultra will have sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Ultra Payments and consummate the transactions contemplated by the Transaction Agreements.

The Delta Guarantee is in full force and effect and constitutes the legal, valid, and binding obligation of the Delta, enforceable against Delta in accordance with its terms except that such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. No event has occurred that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default or breach on the part of Delta under the Delta Guarantee.

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Except as set forth in Vector Disclosure Schedule (regardless of whether or not the relevant Section hereof refers to the Vector Disclosure Schedule), it being understood and agreed that each disclosure set forth in the Vector Disclosure Schedule shall qualify or modify each of the representations and warranties set forth in this Article 5 to the extent the applicability of the disclosure to such representation and warranty is reasonably apparent from the text of the disclosure made, Vector hereby represents and warrants to Delta and Ultra as follows:

Each of Vector Entity is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. The Vector Entities have all requisite corporate or limited liability power and authority to own, lease and operate their properties and to carry on the business of each Vector Entity as it is now being conducted. Each Vector Entity is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by any Vector Entity or the nature of the business conducted by any Vector Entity makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not constituted or would not reasonably be expected to constitute, individually or in the aggregate, a Vector Material Adverse Effect.

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Except as set forth on Section 5.5(a) of the Vector Disclosure Schedule, no Vector Entity has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against on a consolidated balance sheet of Vector prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations: (a) set forth or reflected or reserved against in the audited consolidated balance sheet of Vector as of December 31, 2016 included in the Vector Financial Statements; (b) incurred in the ordinary course of business since December 31, 2016; (c) incurred in connection with the Vector Mergers or any other transaction or agreement contemplated by this Agreement or the other Transaction Agreements; or (d) that would not, individually or in the aggregate, constitute a Vector Material Adverse Effect. Except as set forth in Section 5.5(a) of the Vector Disclosure Schedule, no Vector Entity is a party to, or have any commitment to become a party to, any off balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among any Vector Entity, on the one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act).

Since December 31, 2016: (a) the Vector Entities have conducted their respective businesses in all material respects in the ordinary course of such businesses consistent with past practice, except in connection with this Agreement and the transactions contemplated hereby; (b) there has not occurred any Vector Material Adverse Effect; and (c) except as set forth in Section 5.7(c) of the Vector Disclosure Schedule, no Vector Entity has taken any action or agreed to take any action that would be prohibited by Section  8.2 if it were taken on or after the date of this Agreement without Delta’s consent.

Except as set forth in Section 5.8 of the Vector Disclosure Schedule, there are no material Actions pending or, to the Knowledge of Vector, threatened against any Vector Entity, or outstanding Orders by which any Vector Entity is subject or bound.

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Except as would not, individually or in the aggregate, constitute a Vector Material Adverse Effect: (a) the business of the Vector Entities is, and since the Vector Applicable Date has been, conducted in compliance with all applicable Laws; and (b) the Vector Entities hold and are in compliance with all material Permits necessary to conduct the business of the Vector Entities as currently conducted. Since the Vector Applicable Date, no Vector Entity has received written notice from any Governmental Entity that any Permit will be terminated or modified, is threatened with suspension, or will not be renewed in the ordinary course of business consistent with past practice, except as disclosed in Section 5.10 of the Vector Disclosure Schedule or as would not, individually or in the aggregate, constitute a Vector Material Adverse Effect.

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“ Vector Material Contract ” shall mean (i) each Contract of the type described in clauses (A) through (C) above, (ii) each Vector IP License, and (iii) the Contracts listed in or underlying the items listed in Sections 5.15(a), 5.19(a) and 5.21 of the Vector Disclosure Schedule.

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Except as set forth in Section 5.16 of the Vector Disclosure Schedule or as would not, individually or in the aggregate, constitute a Vector Material Adverse Effect: (a) since the Vector Applicable Date, there has been no material labor strike, dispute, slowdown, work stoppage, concerted refusal to work overtime, lockout or other material labor dispute pending, or to the Knowledge of Vector, threatened against any Vector Entity; and (b) each Vector Entity is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, employee classification, withholding of taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters. No Vector Entity is a party to or bound by any collective bargaining or similar agreement with any labor organization.

Except as would not constitute a Vector Material Adverse Effect: (a) the Vector Entities own or hold policies of insurance, or are self-insured, in amounts providing reasonably adequate coverage against all risks customarily insured against by companies in similar lines of business as the Vector Entities; and (b) all such insurance policies are in full force and effect, no notice of cancellation or modification has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default, by any insured thereunder.

Except for Stone Key Partners LLC, no broker, finder, financial advisor, investment banker or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission or expense reimbursement in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Vector Entity.

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Except as would not constitute a Vector Material Adverse Effect:

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Section 5.20 of the Vector Disclosure Schedule sets forth the registrations and material licenses of the Vector Entities with the Directorate of Defense Trade Controls, U.S. Department of State under the ITAR or Bureau of Industrial Security, U.S. Department of Commerce under the Export Administration Regulations.

Except as set forth in Section 5.21 of the Vector Disclosure Schedule, (a) no Related Party of Vector (other than the Vector Entities), directly or indirectly, (i) owns any property (whether, real, personal or mixed) or right, tangible or intangible, that is used or currently intended to be used by any Vector Entity, (ii) has any claim or cause of action against any Vector Entity, (iii) owes any money to, or is owed any money by, any Vector Entity or (iv) is party to any other contract, arrangement or agreement with any Vector Entity other than contracts, arrangements or agreements on arm’s-length and commercially reasonable terms, and (b) there are no, and since the Vector Applicable Date there have not been any Affiliate Transactions nor are there any of the foregoing currently proposed, that (if proposed but not having been consummated or executed, if consummated or executed) would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

Except as set forth in the Kodiak Disclosure Schedule (regardless of whether or not the relevant Section hereof refers to the Kodiak Disclosure Schedule), it being understood and agreed that each disclosure set forth in the Kodiak Disclosure Schedule shall qualify or modify each of the representations and warranties set forth in this Article 6 to the extent the applicability of the disclosure to such representation and warranty is reasonably apparent from the text of the disclosure made, Kodiak hereby represents and warrants to Delta and Ultra as follows:

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Each Kodiak Entity is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation. The Kodiak Entities have all requisite corporate power and authority to own, lease and operate their properties and to carry on the business of each Kodiak Entity as it is now being conducted. Each Kodiak Entity is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by any Kodiak Entity or the nature of the business conducted by any Kodiak Entity makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not constituted or would not reasonably be expected to constitute, individually or in the aggregate, a Kodiak Material Adverse Effect.

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Except as set forth on Section 6.5(a) of the Kodiak Disclosure Schedule, no Kodiak Entity has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected or reserved against on a consolidated balance sheet of Kodiak prepared in accordance with GAAP or the notes thereto, other than liabilities and obligations: (a) set forth or reflected or reserved against in the unaudited consolidated balance sheet of Kodiak as of December 31, 2016 included in the Kodiak Financial Statements; (b) incurred in the ordinary course of business since December 31, 2016; (c) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement or the other Transaction Agreements; or (d) that would not, individually or in the aggregate, constitute a Kodiak Material Adverse Effect. Except as set forth in Section 6.5(a) of the Kodiak Disclosure Schedule, neither Kodiak nor any of its Subsidiaries is a party to, or have any commitment to become a party to, any off balance sheet partnership, joint venture or any similar arrangement (including any Contract relating to any transaction or relationship between or among any Kodiak Entity, on the one hand, and any other Person, including any structured finance, special purpose or limited purpose Person, on the other hand), or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act).

Since December 31, 2016: (a) the Kodiak Entities have conducted their respective businesses in all material respects in the ordinary course of such businesses consistent with past practice, except in connection with this Agreement and the transactions contemplated hereby; (b) there has not occurred any Kodiak Material Adverse Effect; and (c) except as set forth in Section 6.7(c) of the Kodiak Disclosure Schedule, no Kodiak Entity has taken any action or agreed to take any action that would be prohibited by Section  8.2 if it were taken on or after the date of this Agreement without Delta’s consent.

Except as set forth in Section 6.8 of the Kodiak Disclosure Schedule, there are no material Actions pending or, to the Knowledge of Kodiak, threatened against any Kodiak Entity, or outstanding Orders by which any Kodiak Entity is subject or bound.

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Except as would not, individually or in the aggregate, constitute a Kodiak Material Adverse Effect: (a) the business of the Kodiak Entities is, and since the Kodiak Applicable Date has been, conducted in compliance with all applicable Laws; and (b) the Kodiak Entities hold and are in compliance with all material Permits necessary to conduct the business of the Kodiak Entities as currently conducted. Since the Kodiak Applicable Date, no Kodiak Entity has received written notice from any Governmental Entity that any Permit will be terminated or modified, is threatened with suspension, or will not be renewed in the ordinary course of business consistent with past practice, except as disclosed in Section 6.10 of the Kodiak Disclosure Schedule or as would not, individually or in the aggregate, constitute a Kodiak Material Adverse Effect.

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“ Kodiak Material Contract ” shall mean (i) each Contract of the type described in clauses (A) through (H) above, (ii) each Kodiak IP License, and (iii) the Contracts listed in or underlying the items listed in Sections 6.15(a), 6.19(a) and 6.21 of the Kodiak Disclosure Schedule.

Except as set forth in Section 6.16 of the Kodiak Disclosure Schedule or as would not, individually or in the aggregate, constitute a Kodiak Material Adverse Effect: (a) since the Kodiak Applicable Date, there has been no material labor strike, dispute, slowdown, work stoppage, concerted refusal to work overtime, lockout or other material labor dispute pending, or to the Knowledge of Kodiak, threatened against any Kodiak Entity; and (b) each Kodiak Entity is in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety and health requirements, plant closings, wages and hours, employee classification, withholding of taxes, employment discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and related matters. No Kodiak Entity is a party to or bound by any collective bargaining or similar agreement with any labor organization.

Except as would not constitute a Kodiak Material Adverse Effect: (a) the Kodiak Entities own or hold policies of insurance, or are self-insured, in amounts providing reasonably adequate coverage against all risks customarily insured against by companies in similar lines of business as the Kodiak Entities; and (b) all such insurance policies are in full force and effect, no notice of cancellation or modification has been received, and there is no existing default or event which, with the giving of notice or lapse of time or both, would constitute a default, by any insured thereunder.

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Except for Stone Key Partners LLC, no broker, finder, financial advisor, investment banker or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission or expense reimbursement in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any Kodiak Entity.

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Except as would not constitute a Kodiak Material Adverse Effect:

Section 6.20 of the Kodiak Disclosure Schedule sets forth the registrations and material licenses of the Kodiak Entities with the Directorate of Defense Trade Controls, U.S. Department of State under the ITAR or Bureau of Industrial Security, U.S. Department of Commerce under the Export Administration Regulations.

Except as set forth in Section 6.21 of the Kodiak Disclosure Schedule, (a) no Related Party of Kodiak (other than the Kodiak Entities), directly or indirectly, (i) owns any property (whether, real, personal or mixed) or right, tangible or intangible, that is used or currently intended to be used by any Kodiak Entity, (ii) has any claim or cause of action against any Kodiak Entity, (iii) owes any money to, or is owed any money by, any Kodiak Entity or (iv) is party to any other contract, arrangement or agreement with any Kodiak Entity other than contracts, arrangements or agreements on arm’s-length and commercially reasonable terms, and (b) there are no, and since the Kodiak Applicable Date there have not been any Affiliate Transactions nor are there any of the foregoing currently proposed, that (if proposed but not having been consummated or executed, if consummated or executed) would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act.

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Each of the Enumerated Stockholders hereby represents and warrants to Delta and Ultra as follows:

Such Enumerated Stockholder has full power and authority to execute, deliver and perform this Agreement and each of the Transaction Agreements executed by such Person. This Agreement and the Written Consents have been duly executed and delivered by such Enumerated Stockholder and constitute a valid and binding agreement of such Enumerated Stockholder and is enforceable against the same in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The execution, delivery and performance of this Agreement by such Enumerated Stockholder, and the consummation by such Enumerated Stockholder of the applicable Merger and the other transactions contemplated hereby, do not and will not: (a) conflict with or violate any provision of: (i) the certificate of incorporation, certificate of formation or bylaws of each of such Enumerated Stockholder (if an entity); (ii) any note, instrument, mortgage, agreement, lease, franchise or financial obligation to which such Enumerated Stockholder is a party or any of its assets or business is subject or by which either is bound; (iii) any Order to which such Enumerated Stockholder is a party or by which any of its assets or business is subject or by which either is bound; or (iv) any requirement of Law affecting such Enumerated Stockholder or its assets or business, other than, in the case of clauses (i) through (iv), any such conflicts, breaches, defaults or rights that, individually or in the aggregate, would not materially impair the ability of such Enumerated Stockholder to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or (b) require the approval, consent, authorization or act of, or the making by such Enumerated Stockholder of any declaration, filing or registration with, any Person, except for such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not reasonably be expected to materially impair the ability of such Enumerated Stockholder to perform its obligations hereunder or reasonably be expected to prevent the consummation of any of the transactions contemplated hereby.

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Such Enumerated Stockholder is acquiring Ultra Common Stock in the ordinary course of business for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, in whole or in part, except pursuant to sales registered or exempted under the Securities Act, and except as provided in the Sponsor Side Letter, such Enumerated Stockholder does not have a present arrangement or agreement to effect any distribution of Ultra Common Stock to or through any Person; provided , however , that by making the representations herein, such Enumerated Stockholder does not agree to hold any of the Ultra Common Stock for any minimum period of time or other specific term and reserves the right to dispose of the Ultra Common Stock at any time in accordance with or pursuant to a registration statement filed pursuant to or an exemption under the Securities Act.

Such Enumerated Stockholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Such Enumerated Stockholder understands that Ultra Common Stock is being offered and issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities Laws and that Delta and Ultra are relying in part upon the truth and accuracy of, and such Enumerated Stockholder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Enumerated Stockholder set forth herein in order to determine the availability of such exemptions and the eligibility of such Enumerated Stockholder to acquire Ultra Common Stock.

Such Enumerated Stockholder and its advisors, if any, have been furnished with all materials relating to the Ultra Business and the Ultra Entities and materials relating to the issuance of Ultra Common Stock that have been requested by such Enumerated Stockholder. Such Enumerated Stockholder and its advisors, if any, have been afforded the opportunity to ask questions of, and such Enumerated Stockholder and its advisors have received answers thereto satisfactory to such Enumerated Stockholder from, Delta and the Ultra Entities relating to the Ultra Business. Such Enumerated Stockholder understands that an investment in Ultra Common Stock involves a high degree of risk and that it is able to afford a complete loss of such investment. Such Enumerated Stockholder has independently evaluated the merits of a decision to acquire Ultra Common Stock pursuant to this Agreement, and such Enumerated Stockholder confirms that it has not relied on the advice of any other Person and/or Person’s legal counsel in making such decision. Such Enumerated Stockholder understands that nothing in this Agreement or any other materials presented by or on behalf of Delta, with respect to the Ultra Business or the Ultra Entities to such Enumerated Stockholder in connection with the acquisition of Ultra Common Stock constitutes legal, tax, accounting or investment advice. Such Enumerated Stockholder has sought such accounting, legal, investment and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of Ultra Common Stock.

Such Enumerated Stockholder understands that no Governmental Entity has passed on or made any recommendation or endorsement of Ultra Common Stock or the fairness or suitability of the investment in Ultra Common Stock, nor have such authorities passed upon or endorsed the merits of the offering of Ultra Common Stock.

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Such Enumerated Stockholder understands that: (a) Ultra Common Stock received by it has not been and is not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (i) pursuant to an effective registration statement under the Securities Act, (ii) if reasonably requested by Ultra, such Enumerated Stockholder shall have delivered to Ultra an opinion of counsel of recognized standing reasonably acceptable to Ultra, in a generally acceptable form, to the effect that such Ultra Common Stock to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration or (iii) if reasonably requested by Ultra, such Enumerated Stockholder provides Ultra with an opinion of counsel of recognized standing reasonably acceptable to Ultra that such Ultra Common Stock can be sold, assigned or transferred pursuant to Rule 144 (if available) promulgated under the Securities Act (or a successor rule thereto) (“ Rule 144 ”); (b) any sale or other transfer of Ultra Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144; and (c) other than pursuant to the Sponsor Side Letter, none of Delta, Ultra or any other Person is under any obligation to register the Ultra Common Stock issued to such Enumerated Stockholder under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Ultra Common Stock may be pledged in connection with a bona fide margin account, other loan, financing or other derivative transaction secured by the Ultra Common Stock and such pledge of Ultra Common Stock shall not be deemed to be a transfer, sale or assignment of the Ultra Common Stock hereunder, and such Enumerated Stockholder effecting a pledge of Ultra Common Stock shall not be required to provide Ultra with any notice thereof or otherwise make any delivery to Ultra pursuant to this Agreement or any other Transaction Agreement, including, without limitation, this Section  7.9. Such Enumerated Stockholder acknowledges that the shares of Ultra Common Stock that it receives in the applicable Merger are “restricted securities” as defined in Rule 501 of Regulation D promulgated under the Securities Act and will contain the following legend: “THE SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE SECOND VECTOR SURVIVING ENTITY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”

Such of Enumerated Stockholder has adopted and approved this Agreement and waives any appraisal or similar rights in connection with the applicable Mergers.

Following the date of this Agreement and until the earlier of the Effective Times or the termination of this Agreement, except in connection with Permitted Acquisitions, as expressly contemplated or permitted by this Agreement or the Separation Agreements, as required by applicable Law, as described in Section 8.1 of the Delta/Ultra Disclosure Schedule or to the extent that Vector and Kodiak shall provide their prior written consent with respect thereto (which consent shall not be unreasonably

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withheld, conditioned or delayed), Delta and Ultra agree, as to themselves and their respective Subsidiaries, as applicable, that each of Delta and Ultra shall, and shall cause their respective Subsidiaries, as applicable, to, conduct the Ultra Business in, and shall not take any action with respect to the Ultra Business except in, the ordinary course of business with respect to the Ultra Business, shall use commercially reasonable efforts to preserve intact its current business organization, maintain its material rights and Licenses, keep available the services of its Key Ultra Group Employees and preserve its relationships with its customers, suppliers and others having business dealings. Without limiting the foregoing, except in connection with Permitted Acquisitions, as contemplated or permitted by this Agreement or the Separation Agreements, as required by applicable Law, as set forth in Section 8.1 of the Delta/Ultra Disclosure Schedule with respect to the Ultra Business, or to the extent that Vector and Kodiak shall provide their prior written consent with respect thereto (which consent shall not be unreasonably withheld, conditioned or delayed), neither Delta nor Ultra shall, nor shall Delta or Ultra permit any of their respective Subsidiaries to, nor shall any of the Ultra Entities propose to (in each case whether by merger, consolidation, exchange or otherwise), do any of the following:

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Following the date of this Agreement and until the earlier of the Effective Times or the termination of this Agreement, except as expressly contemplated or permitted by this Agreement or the Transaction Agreements, as required by applicable Law, as described in Section 8.2 of the Vector Disclosure Schedule or Section 8.2 of the Kodiak Disclosure Schedule, as applicable, or to the extent that Delta and Ultra shall provide their prior written consent with respect thereto (which consent shall not be unreasonably withheld, conditioned or delayed), each of Vector and Kodiak agrees, as to themselves and their respective Subsidiaries, that each of Vector and Kodiak shall conduct its business in, shall cause its Subsidiaries to conduct their businesses in, shall not take any action except in, the ordinary course of business, consistent with past practice, and shall use commercially reasonable efforts to preserve intact its current business organization, maintain its material rights and Licenses, keep available the services of its current officers and Key Vector Employees or Key Kodiak Employees, as applicable, and preserve its relationships with its customers, suppliers and others with whom it has business dealings. Without limiting the foregoing, except as contemplated or permitted by this Agreement or the Transaction Agreements, as required by applicable Law, as described in Section 8.2 of the Vector Disclosure Schedule or Section 8.2 of the Kodiak Disclosure Schedule, as applicable, or to the extent that Delta and Ultra shall provide their prior written consent with respect thereto (which consent shall not be unreasonably withheld, conditioned or delayed), each of Vector and Kodiak shall not and shall not propose to, nor shall it permit any of its Subsidiaries to or propose to (in each case whether by merger, consolidation, exchange or otherwise) do, nor shall it or any of its Subsidiaries propose to (in each case whether by merger, consolidation, exchange or otherwise) do, any of the following:

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which, in the case of clauses (i), (ii), (iii), (iv) or (v) above, would obligate the applicable Surviving Entity or its Subsidiaries to pay any amount, or assume any obligation to be performed by such Surviving Entity or its Subsidiaries, at or after the Effective Times;

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in each case prepared in all material respects in accordance with GAAP consistently applied (collectively, the “ Ultra Audited Financial Statements ” and, together with the other financial statements of Ultra contemplated to be delivered by Delta pursuant to this Section  8.5 , the “ Ultra Subsequent Financial Statements ”).

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Following the initial filing of the Registration Statement, Delta shall file with the SEC a registration statement on Form S-4 to offer debt securities of Delta containing terms and conditions that are substantially similar in the aggregate to the terms and conditions of the Ultra Existing Notes to holders of the Ultra Existing Notes in exchange for their Ultra Existing Notes (the “ Ultra Existing Notes Exchange ”). Delta shall respond to any comments from the SEC as promptly as practicable and shall use commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof.

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The Parties shall use their commercially reasonable efforts to, together or pursuant to the allocation of responsibility set forth below or otherwise to be agreed upon between them take, or cause to be taken, the following actions:

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Delta shall cause Ultra to take such action as may be required under state securities or “blue sky” laws in connection with the issuance of Ultra Common Stock pursuant to the Merger; provided that, other than as required pursuant to the Sponsor Side Letter, Ultra shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

Promptly following the execution of this Agreement, each party hereto shall use its commercially reasonable efforts to make all registrations, filings, notifications and submissions:

Without limiting the generality of the foregoing, if applicable, Vector shall cooperate with and provide reasonable assistance to Delta in Delta’s efforts to obtain from DSS approval to operate the business of Vector and its Subsidiaries from and after the Effective Times pursuant to a FOCI mitigation arrangement in accordance with the NISPOM.

The Parties shall use their commercially reasonable efforts to provide such further assistance as any of the other Parties may reasonably request and as may be reasonably necessary or appropriate in connection with the foregoing and in effectuating the provisions of this Agreement.

Where the cooperation of any third parties, such as insurers or trustees, would be necessary in order for any Party to completely fulfill its obligations under this Agreement or any Separation Agreement or Transaction Agreement, such Party will use its commercially reasonable efforts to seek the cooperation of such third parties.

Subject to the terms and conditions of this Agreement, each of the Parties shall use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable Laws and regulations to consummate and make effective the Transactions, including providing information and using their commercially reasonable efforts to file or cause to be filed as promptly as practicable after the date of this Agreement its respective filings under the HSR Act to obtain all necessary approvals, and to lift any injunction or other legal bar to the Transactions, as

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promptly as practicable, and to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law. Without limiting the generality of the foregoing, Delta, Ultra, Vector and Kodiak agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective commercially reasonable efforts to: (a) file a pre-merger notification form with the FTC and DOJ within 10 Business Days of the date of this Agreement; and (b) otherwise obtain any government clearances required to consummate the Merger, to respond to any government requests for information, and to contest and resist any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal and all available legislative action. The Parties will consult and cooperate with one another (including by permitting the other party to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Entity), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in connection with proceedings under or relating to any federal, state or foreign antitrust or fair trade Law, and will provide one another with copies of all material communications from and filings with, any Governmental Entities in connection with the Transactions contemplated hereby; provided, however, that proprietary or confidential information, as determined in the filing party’s sole discretion, may be redacted from such filings. Any filing fees required to be paid by the Parties under any filing with any Governmental Entity shall be borne 85% by Delta and 15% by Vector and Kodiak. Notwithstanding anything to the contrary set forth above in this Section  8.9 , none of Vector, Kodiak, Delta, Ultra or any of their respective Affiliates will be required to: (i) offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Effective Times any assets, Licenses, operations, rights, product lines, business or interests therein of Vector, Kodiak, Delta, Ultra or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of Vector’s, Kodiak’s, Delta’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein, where the effect of such sale, divestiture, license, transfer, disposition, encumbrance or other restriction would be materially adverse to the business, financial condition or results of operations of Vector, Kodiak, Delta or any of their respective Affiliates; or (ii) defend through litigation any claim asserted in court by any Governmental Entity in order to avoid the entry of, or to have vacated or terminated, any decree, order or judgment that would prevent the Closings from occurring. None of Vector, Kodiak, Delta, Ultra or any of their respective Affiliates will agree to any voluntary extension or delay of any statutory waiting period or withdraw or cause to be withdrawn any filing in connection with any competition approval unless the other parties hereto have given their prior written consent to such extension or delay.

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The Parties shall consult with each other prior to making any press release or public announcement relating to the Transactions and shall not issue any such press release or make any such public announcement prior to such consultation and without the consent of the other Parties, which consent shall not be unreasonably withheld, delayed or conditioned, except as: (a) may be required by applicable Law, Order or by obligations pursuant to any listing agreement with any national securities exchange, in which case the Party proposing to issue such press release or make such public announcement shall use its commercially reasonable efforts to consult in good faith with, and accept reasonable comment from, the other Parties a reasonable time before issuing any such press release or making any such public announcement; (b) may be made at the request of any Governmental Entity or (c) is substantially similar in content to previous written press releases, public disclosures or public statements made jointly by the Parties or in investor conference calls, SEC filings, or other documents approved by the Parties. Nothing herein shall be deemed to prohibit any Party that is a private equity or similar investment fund, or any manager or general partner of any such fund, from reporting or disclosing, on a confidential basis, to its partners, investors, potential investors or similar parties, general information regarding this Agreement and/or the Transactions for fund reporting, marketing, fund raising or similar purposes.

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Each of Delta, Ultra, Vector and Kodiak shall use its commercially reasonable efforts to defend against all Actions in which such Party is named as a defendant that challenge or otherwise seek to enjoin, restrain or prohibit the Transactions or seek damages with respect to the Transactions. No Party shall settle any such Action or fail to perfect on a timely basis any right to appeal any judgment rendered or Order entered against such Party therein without having previously consulted with the other Parties;

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provided that no Party shall settle any such Action without the prior written consent of the other Parties if (i) such Action would prevent or materially delay the Mergers or the Separation or involves injunctive or equitable relief or (ii) a settlement of such Action would impose Liability on Ultra, Vector, Kodiak, the Surviving Entities or any of their respective Affiliates or Subsidiaries. Each Party shall use its commercially reasonable efforts to cause each of its Affiliates, directors and officers to use its commercially reasonable efforts to defend any such Action in which such Affiliate, director or officer is named as a defendant and which seeks any such relief to comply with this Section  8.13 to the same extent as if such Person was a Party.

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Each of the Parties shall promptly notify the other Parties of:

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Nothing contained in this Agreement shall give Delta or Ultra, directly or indirectly, the right to control or direct Vector’s or Kodiak’s operations prior to the Effective Times. Nothing contained in this Agreement shall give Vector or Kodiak, directly or indirectly, the right to control or direct Delta’s or Ultra’s operations prior to the Effective Times. Prior to the Effective Times, each of Delta, Ultra, Vector and Kodiak shall exercise and be responsible for, consistent with the terms and conditions of this Agreement and applicable Law (including the HSR Act), complete control and supervision over their respective operations, including, in the case of Delta and Ultra, complete control and supervision of all programs, employees, finances and policies of the Ultra Business.