Global Defense (GDEF) Announces Dividend Related to STG Group Merger

Global Defense & National Security Systems (NASDAQ: GDEF) announced that stockholders of record at the close of business on the date when the Company's proposed business combination with STG Group, Inc. is consummated (the "Record Date"), which is expected to be October 28, 2015, will be entitled to receive 1 share of the Company's common stock (the "Dividend Shares") for every 1.06 shares of the Company's common stock (the "Common Stock") held by such stockholders as of the Record Date (the "Stock Dividend"). This announcement is in lieu of, and supersedes the Stock Dividend the Company announced on October 2, 2015. In connection with the distribution of the Dividend Shares, the Company's Sponsor, Global Defense & National Security Holdings LLC (the "Sponsor"), with respect to the shares of Common Stock currently held by the Sponsor and any shares that may be acquired by the Sponsor upon any conversion of the convertible promissory notes currently held by the Sponsor, and the stockholders of STG Group, Inc. ("STG"), have agreed to forfeit any Dividend Shares they would be entitled to in exchange for no consideration.

Payment of the Dividend Shares is contingent upon the closing of the business combination with STG and will be made as soon as practicable after the closing of the business combination with STG.

The Company also announced that it has entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with the Sponsor. Pursuant to the Stock Purchase Agreement, the Company granted the Sponsor the right to purchase up to 471,254 shares of Common Stock, at a price of $10.61 per share (the "Backstop Purchase"). The purchase right can be exercised only in the event, and to the extent, that the Company will not meet the Threshold Cash Amount. The term "Threshold Cash Amount" means $20,000,000 in cash available to the Company from (1) the Company's trust account with American Stock Transfer & Trust Company at the closing of the business combination (the "Business Combination") between the Company and STG following the payment in full to the Company's stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.

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