SHARE REPURCHASE AGREEMENT
THIS SHARE REPURCHASE AGREEMENT (this Agreement) is made and entered into as of July 1, 2019, by and between Science Applications International Corporation, a Delaware corporation (Company), and Kohlberg Kravis Roberts & Co. L.P. (Seller).
1. Purchase and Sale of Shares.
(a) Purchase and Sale. Upon the terms set forth in this Agreement, Company hereby agrees to purchase from Seller, and Seller hereby agrees to sell to Company, 1,168,498 shares of common stock of Company, par value $0.0001 per share, owned by Seller (the Shares) at the purchase price specified in paragraph 1(b) hereof.
(b) Purchase Price. The aggregate purchase price for the Shares to be purchased by Company is $100,000,000 in cash.
2. Settlement. Within three business days after the date hereof, (i) Company shall pay the purchase price specified in paragraph 1(b) hereof for all of the Shares purchased and sold hereunder by wire transfer of immediately available funds to such account as Seller shall have specified in writing at least one business day in advance and (ii) Seller shall transfer the Shares through Deposit/Withdrawal At Custodian (DWAC) to the Companys account at the Companys transfer agent.
3. Representations and Warranties of Seller. Seller represents and warrants to Company as follows as of the date hereof:
(a) Seller owns all of the Shares free and clear of all liens, charges, pledges, encumbrances and rights of third parties. No person or entity has asserted any claim or commenced or threatened any litigation concerning Sellers title to the Shares. Upon delivery of the Shares, Seller will convey to Company lawful and valid title to the Shares, free and clear of any liens, pledges, encumbrances, charges, agreements, restrictions, or claims of any kind.
(b) Seller is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(c) Seller has the corporate power and authority to enter into this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Company.
(d) This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, moratorium or similar laws or by legal or equitable principles related to or limiting creditors rights generally.
(e) The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will not result in a breach or violation by Seller of, or constitute a default by Seller under, any judgment, decree, order, governmental permit, license, agreement, indenture, instrument, statute, rule or regulation to which Seller is a party or by which Seller is bound, other than any breach, violation or default that would not materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, and no authorization, approval or consent, except such as have been obtained, is required in connection with the execution, delivery and performance by Seller of this Agreement or the consummation of the transactions contemplated hereby.