SECOND AMENDED AND RESTATED
PROFESSIONAL SERVICES AGREEMENT
This Second Amended and Restated Professional Services Agreement (this Agreement) is dated as of August 14, 2018 by
and between D.C. Capital Partners, L.L.C., a Virginia limited liability company (DCCP), and Sallyport Logistics & Security LLC, a Delaware limited liability company (the Company).
Company, together with its wholly owned subsidiary, Michael Baker Global Services, LLC, a Virginia limited liability company (together with their respective subsidiaries, the Sallyport Entities) desire to receive
(i) financial and management consulting services from DCCP, and (ii) the benefit of DCCPs experience in business and financial management generally.
B. DCCP is willing to provide financial and management consulting services to the Company and the Sallyport Entities and the compensation
arrangements set forth in this Agreement are designed to compensate DCCP for such services.
C. On July 29, 2011, KS International
LLC, a Delaware limited liability company and DCCP entered into that certain Amended and Restated Professional Services Agreement, as amended by that certain Amendment No. 1 to Amended and Restated Professional Services Agreement dated as of
October 11, 2013, which agreement is now being amended and restated in its entirety as follows.
In consideration of the foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom,
DCCP and the Company hereby agree as follows:
1. Professional Services. During the term of this Agreement, DCCP shall perform, or
cause to be performed, general management, transactional, financial and other corporate advisory services for the Company and the Sallyport Entities, as mutually agreed by DCCP and the Company.
2. Personnel. DCCP shall provide and devote to the performance of this Agreement such members, employees, officers and agents of DCCP
as DCCP shall deem appropriate for the furnishing of the services required hereby.
3. Management Fee.
(a) On and after the date hereof, DCCP shall be entitled to receive an annual management fee (the Management Fee) for the
period commencing on the date hereof and ending upon termination of this Agreement. The Management Fee shall be $1,750,000 per annum (the Base Amount), payable in four (4) equal quarterly installments of $437,500 as provided
in Section 3(b) below. The Management Fee shall be payable whether or not the Company actually requests that DCCP provide the services described in Section 1 above.