Common use of Government Contracts and Bids Clause in Contracts

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a) of the Questica Holders’ Disclosure Schedule, with respect to each Contract between any of the Company Parties, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either Company in the last five (5) years that if accepted or awarded could lead to a Contract between a Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Party’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Knowledge, any of their respective directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businesses; to the Companies’ and the Questica Holders’ Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Companies or the Questica Holders, any of their respective directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company Parties. (xii) The Company Parties have properly included their proprietary markings on their proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissions. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses as presently conducted. Section 3.13(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. To the Knowledge of the Companies or the Questica Holders there are no facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica Holders, all former government personnel that have been employed or retained by the Company Parties comply with applicable Governmental rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a2.13(a) of the Questica Holders’ Company’s Disclosure Schedule, with respect to each Contract between any of the Company PartiesCompany, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company PartiesCompany, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either the Company in the last five (5) years that if accepted or awarded could lead to a Contract between a the Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), Each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a the Company Party were current, accurate and complete in all material respects when made, and the Company Parties have has complied in all material respects with all such representations and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have has not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Partyof the Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company PartiesCompany, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, any of their respective its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Company’s Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company PartiesCompany. (xii) The Company Parties have properly included their proprietary markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissionsSubcontracts. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses business as presently conducted. Section 3.13(b2.13(b) of the Questica Holders’ Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. To the Knowledge The Company are not aware of the Companies or the Questica Holders there are no any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have has not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica HoldersCompany, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental rules Rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(ahas not had and is not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2015: (i) of the Questica Holders’ Disclosure Schedule, with respect to each Government Contract between any and each Government Bid, to the Knowledge of the Company PartiesCompany, on the one hand, (A) all representations and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of certifications executed by the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating its Subsidiaries pertaining to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either Company in the last five (5) years that if accepted or awarded could lead to a Contract between a Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), such Company Government Contract or Company Government Subcontract Bid have been current, accurate and complete as of their effective date, (other than BidsB) there has been legally awardedno suspension, stop work order, cure notice, or show cause notice in effect, nor has any Governmental Entity or Person threatened to issue one to the Company or any of its Subsidiaries, (C) there has not been any, termination for default or termination for cause issued, nor threatened to be issued by any Governmental Entity or other Person to the Company or any of its Subsidiaries and (D) there have not been any audits or investigations completed or underway by any Governmental Entity that would be reasonably expected to result in a finding or recommendation that the Company or any of its Subsidiaries make any payments to a Governmental Entity; (ii) All representations and certifications to the Knowledge of the Company, none of the Company or any of its Subsidiaries has made or been required to make any disclosures to any Governmental Entity with respect to any Company Government Contract alleged irregularity, misstatement or Company Government Subcontract made by a Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Party’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Knowledge, any of their respective directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businesses; to the Companies’ and the Questica Holders’ Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party omission arising under or relating to any Company Government Contract or Company Government Subcontract.Bid; (xiiii) Neither none of the Company, any of its Subsidiaries nor any “Principal” (as defined in Federal Acquisition Regulation (“FAR”) 2.101) of the Company Parties noror any of its Subsidiaries, has made or been required to make the type of disclosure referenced in FAR 3.1003(a)(2), FAR 9.406-2(b)(1)(vi), FAR 9.407-2(a)(8), or FAR 52.203-13(b)(3); and (iv) to the Knowledge of the Companies or Company, since January 1, 2015, all ratings in all written past performance evaluations received by the Questica Holders, any of their respective directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect Company and its Subsidiaries in relation to any operations of the Company Parties. (xii) The Company Parties Government Contract have properly included their proprietary markings on their proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in been satisfactory or covered by the submissions. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5better. (b) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parties and their respective officersMaterial Adverse Effect, directorsno Government Contract, managersincluding a task or delivery order, employeeshas, consultantsor currently projects, and agents collectively hold all security clearances necessary for the operation of their businesses as presently conducted. Section 3.13(b) fully burdened costs incurred in excess of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultantsContract price, or agents. To in the Knowledge case of flexibly priced or cost reimbursement contracts, fully burdened costs incurred in excess of the Companies ceiling price or the Questica Holders there are no facts that are reasonably likely to give rise to the revocation of any security clearance funded amount of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.Government Contract. (c) The Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and Material Adverse Effect, (i) the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica Holders, all former government personnel that have been employed or retained business systems used by the Company Parties comply and its Subsidiaries during performance of any Government Contract are in compliance with applicable requirements of each Government Contract or Government Bid, and (ii) since January 1, 2015 through the date of this Agreement no Governmental rules specifically related Entity has notified the Company or any of its Subsidiaries of a significant weakness or deficiency with any such business system. Section 3.24(c) of the Company Disclosure Letter lists each audit report received by the Company or any of its Subsidiaries since January 1, 2015 through the date of this Agreement with respect to post-government employmentany Government Contract or Government Bid, (including with respect to any cost or cost accounting practice or business system in connection with such Government Contract or Government Bid), for which liability remains unsatisfied or for which an audit finding or recommendation remains unresolved, except for such audit reports as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a2.13(a) of the Questica Holders’ Company’s Disclosure Schedule, with respect to each Contract between any of the Company Parties, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either the Company in the last five (5) years that if accepted or awarded could lead to a Contract between a the Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), Each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a the Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications.. TABLE OF CONTENTS (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Partyof the Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, any of their respective its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Company’s Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company Parties. (xii) The Company Parties have properly included their proprietary markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissionsSubcontracts. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. . TABLE OF CONTENTS​​ (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses as presently conducted. Section 3.13(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. To the Knowledge of the Companies or the Questica Holders there are no facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica Holders, all former government personnel that have been employed or retained by the Company Parties comply with applicable Governmental rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a) of the Questica Holders’ Disclosure ScheduleSchedule 3.19(a), with respect to each Contract that is or has been over the five (5) years prior to the date hereof, in existence between any of the Company PartiesEos Company, on the one hand, and any Governmental BodyEntity, on the other hand (each a “Company Government Contract”), ; each Contract that is or has been over the last five (5) years prior to the date hereof, in existence between any of the Company PartiesEos Company, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each a “Company Government Subcontract”) ); and each outstanding bid, quotation or proposal by either such Eos Company in the last five (5) years that if accepted or awarded could lead to a Contract between a such Eos Company, on the one hand, and either any Governmental Body Entity or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All all representations and certifications with respect to any such Company Government Contract or Company Government Subcontract made by a the applicable Eos Company Party were current, accurate and complete in all material respects when made, and the such Eos Company Parties have has complied in all material respects with all such representations and certifications.; (iii) The Company Parties the Eos Companies are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule Order or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No , and no allegation that any of the Eos Company Parties are is or have has been in the last five (5) yearsyears prior to the date hereof, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the such Eos Company Parties and not withdrawn.; (iv) During during the last five (5) yearsyears prior to the date hereof, the no Eos Company Parties have not has received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Knowledge, have any Knowledge of the Companies Parties Company, has any Eos Company been threatened with termination for default under any Company Government Contract or Company Government Subcontract.; (v) No no request for equitable adjustment by any Governmental Body Entity or by any Company Partyof Eos Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof.; (vi) There there is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Partiesany Eos Company, or any of their respective directors or officers, including (i) alleging alleged fraud or under the False Claims Act (31 U.S.C. § 3729-3733), violations of the Procurement Integrity Act (41 U.S.C. § 423), ) or violations of the Truth in Negotiations Act (10 U.S.C. § 2306a0000x, 41 U.S.C. 00 X.X.X. § 254b), 000x) or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract.; (vii) Neither the neither an Eos Company Parties nor, to the Companies’ or Knowledge of the Questica Holders’ KnowledgeCompany, any director, officer, employee, consultant or agent of their respective directors, officers, employees, consultants, or agentsan Eos Company, nor any cost incurred by the an Eos Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.Entity; (viii) The Company Parties all Eos Companies have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.; (ix) The no Eos Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body Entity in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Knowledge, no such suspension or debarment has been initiated or threatened.threatened in writing; (x) There there are no outstanding written claims between any of the Eos Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.; (xi) Neither the neither any Eos Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective directors, officers or employees of an Eos Company is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body Entity with respect to any operations of the Company Parties.such Eos Company; (xii) The each Eos Company Parties have has properly included their proprietary appropriate markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by required for the submissions.protection of proprietary information; (xiii) The each Eos Company Parties have has complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.; and (xiv) No no current operations of the Company Parties Eos Companies are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties Eos Companies and their respective officers, directors, managers, employees, consultants, consultants and agents collectively hold all security clearances necessary for the operation of their respective businesses as presently conducted. Section 3.13(bSchedule 3.19(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the any Eos Company Parties and or any their respective directors, officers, employees, consultants, consultants or agents. To the Knowledge No Eos Company is aware of the Companies or the Questica Holders there are no any facts that are reasonably likely to give rise to the revocation of any security clearance of the such Eos Company Parties or any of their its directors, officers, managers, employees, consultants or agents. The Each Eos Company Parties and their each of its directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Each Eos Company Parties have has complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document Entity, and prove their reservation of rights in Owned Intellectual Property and the no Eos Company Parties have not has received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body Entity of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica Holders, all All former U.S. government personnel that have been employed or retained by the an Eos Company Parties comply with applicable Governmental rules Rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except Schedule 4.10 sets forth a true and complete list as set forth on Section 3.13(a) of the Questica Holders’ Disclosure Schedule, with respect to each Contract between any date hereof of all of the Company PartiesCurrent Government Contracts that involve aggregate payments to the Acquired Companies that are reasonably expected to be in excess of Five Hundred Thousand Dollars ($500,000) per annum (each, on the one hand, and any Governmental Body, on the other hand (each a “Company Material Government Contract”). To the knowledge of the Company, each Material Government Contract that was legally awarded to the Acquired Company or Government Contract Joint Venture party thereto. Each Material Government Contract is or has been over valid, binding and in full force and effect and enforceable against the last five (5) years between any Company or, to the knowledge of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either Company in the last five (5) years that if accepted or awarded could lead to a Contract between a Company, on the one handany Government Contract Joint Venture, and either any Governmental Body or prime contractor or upper-tier subcontractorin accordance with its terms, on the other hand, relating to a Contract between except as such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): enforceability may be limited by (i) Assuming that bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (ii) the applicable Governmental Body availability of injunctive relief and its representatives awarding other equitable remedies. (a) (i) No Acquired Company, or to the applicable Company knowledge of the Company, no Government Contract complied Joint Venture, is in material breach of or default under any Current Government Contract, and, to the knowledge of the Company, no event has occurred which, with Laws the giving of notice or the lapse of time or both, would constitute such a material breach or default by any Acquired Company or any Government Contract Joint Venture; (ii) each of the Acquired Companies, and to the knowledge of the Company, each Government Contract Joint Venture, is in compliance in all material respects with all applicable Laws, including the Federal Acquisition Regulation (“FAR”); Cost Accounting Standards; Service Contract Act of 1963, as amended (including requirements for paying applicable Service Contract Act wage rate and fringe benefit rates); the Truth in Negotiations Act; and the Anti-Kickback Act, where and as applicable to such process (except to the extent such Laws related to the engagement with a Company Party), such Company each Current Government Contract or Company Government Subcontract Bid; (other than Bidsiii) has been legally awarded; (ii) All representations since January 1, 2015, each representation and certifications certification made by the Acquired Companies, and to the knowledge of the Company, the Government Contract Joint Ventures, in connection with respect to any Company a Current Government Contract or Company Government Subcontract made by a Company Party were Bid was current, accurate and complete in all material respects when madeas of its effective date; (iv) there are no outstanding or pending claims, requests for equitable adjustment or contract disputes in excess of One Hundred Thousand Dollars ($100,000) arising under or relating to a Current Government Contract or Government Bid; and (v) no Current Government Contract or Government Bid is currently the subject of any bid protest before any Governmental Entity. (b) Since January 1, 2015, (i) none of the Acquired Companies, or to the knowledge of the Company any Government Contract Joint Venture, or any Principals (as defined in FAR 52.209-5) have been debarred, suspended or excluded from participation in, or the award of, Government Contracts or doing business with any Governmental Entity, no suspension, debarment, or exclusion action has been commenced or, to the knowledge of the Company, threatened against any of the Acquired Companies, any Government Contract Joint Venture or any of their respective officers or employees, and there exist no circumstances that require any Acquired Company or any Government Contract Joint Venture to answer any of the questions in FAR 52.209-5 in the affirmative; (ii) no Governmental Entity under a Current Government Contract has notified the Company, nor to the knowledge of the Company, any Government Contract Joint Venture, of any breach or violation of any applicable Law or of any certification, representation, clause, provision or requirement of any such Current Government Contract; (iii) no Acquired Company, nor to the knowledge of the Company, no Government Contract Joint Venture, has received any notice of termination for default, cure notice or show cause notice pertaining to any Current Government Contract; (iv) no Acquired Company, nor to the knowledge of the Company, no Government Contract Joint Venture, has received any notice of an unresolved significant weakness or deficiency with respect to the cost accounting system of the Acquired Companies or any Government Contract Joint Venture; (v) no Acquired Company, nor to the knowledge of the Company, no Government Contract Joint Venture, has received written notice from any Governmental Entity or other counterparty to a Material Government Contract that the counterparty to such Material Government Contract (A) has ceased or will cease to be a customer of the Acquired Companies or any Government Contract Joint Venture, (B) intends to terminate or materially modify (including by materially decreasing the rate or amount of services obtained from or provided to the Acquired Companies) any Material Government Contract, (C) intends to change the type of contracting vehicle for the services provided pursuant to such Material Government Contract in a manner that may preclude the Acquired Companies from continuing to provide such services or (D) seeks to convert any Material Government Contract that establishes an exclusive or single source purchasing arrangement or relationship between such counterparty and the Acquired Companies or any Government Contract Joint Venture, as applicable, into a non-exclusive or multi-source arrangement or relationship; and (vi) the Acquired Companies have not, and to the knowledge of the Company, no Government Contract Joint Venture has, made any voluntary or mandatory disclosures to any Governmental Entity with respect to any material misstatement, significant overpayment or violation of applicable Law arising under or relating to any Current Government Contract or Government Bid, nor, to the knowledge of the Company, has any violation occurred for which any Acquired Company Parties or Government Contract Joint Venture is required to make any such disclosure to a Governmental Entity. (c) Since January 1, 2015, (i) no Acquired Company, or to the knowledge of the Company, no Government Contract Joint Venture, has sold a product or service to any basis of award customer or any other triggering customer at a price that would invoke the requirements of the price reductions clause under any federal supply schedule contract, except as in accordance with the terms of such Government Contract; and (ii) each of the Acquired Companies, and to the knowledge of the Company, each of the Government Contract Joint Ventures, have accurately reported sales and paid all industrial funding fee payments required under any federal supply schedule contract. (d) Since January 1, 2015, (i) each of the Acquired Companies, and to the knowledge of the Company, each of the Government Contract Joint Ventures, has complied in all material respects with all such representations applicable Cost Accounting Standards and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Party’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or Cost Principles; (ii) the violation cost accounting systems and business systems (as defined in Defense Federal Acquisition Regulation Supplement (“DFARS”) 242.7001 & 252.242-7005) used by the Acquired Companies, and to the knowledge of any Governmental Rule or applicable Law relating to any Company the Company, by the Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Knowledge, any of their respective directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of businessJoint Ventures, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied the associated entries reflected in all material respects with all requirements the financial and business records of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businesses; to the Companies’ and the Questica Holders’ Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Acquired Companies or the Questica HoldersGovernment Contract Joint Ventures, any of their respective directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company Parties. (xii) The Company Parties have properly included their proprietary markings on their proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissions. Bids are (xiiiand have been) The Company Parties have complied in all material respects with all terms and conditions, including standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses as presently conducted. Section 3.13(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. To the Knowledge of the Companies or the Questica Holders there are no facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities Law; (iii) the Acquired Companies’ business systems, and personnel security clearance requirements to the knowledge of the United StatesCompany, including those specified in the Industrial Security Regulation business systems of the Government Contract Joint Ventures, have been approved, where applicable, by the Defense Contract Management Agency as adequate for accumulating and billing costs under and otherwise for complying with Government Contracts, to the extent evaluated; and (DOD 5220.22-Riv) and to the National Industrial Security Program Operating Manualknowledge of the Company, DOD 5220.22-M. (c) The Company Parties have complied in all material respects with all applicable such cost accounting systems are adequate to meet the standards promulgated by the Cost Accounting Standards Board, as applicable, required for complying with the terms and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge conditions of the Companies or the Questica Holders, all former government personnel that have been employed or retained by the Company Parties comply with Government Contracts and applicable Governmental rules specifically related to post-government employmentLaw.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a2.13(a) of the Questica Holders’ Company’s Disclosure Schedule, with respect to each Contract between any of the Company Parties, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either the Company in the last five (5) years that if accepted or awarded could lead to a Contract between a the Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), Each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a the Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Partyof the Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a2000x, 41 U.S.C. 00 X.X.X. § 254b)000x) or any state or local equivalent, or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, any of their respective its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Company’s Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company Parties. (xii) The Company Parties have properly included their proprietary markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissionsSubcontracts. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses business as presently conducted. Section 3.13(b2.13(b) of the Questica Holders’ Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. To the Knowledge The Company Parties are not aware of the Companies or the Questica Holders there are no any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica HoldersCompany Parties, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental rules Rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a) of the Questica Holders’ Disclosure ScheduleSchedule 3.19(a), with respect to each Contract that is or has been over the five (5) years prior to the date hereof, in existence between any of the Company PartiesAlta Company, on the one hand, and any Governmental BodyEntity, on the other hand (each a “Company Government Contract”), ; each Contract that is or has been over the last five (5) years prior to the date hereof, in existence between any of the Company PartiesAlta Company, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each a “Company Government Subcontract”) ); and each outstanding bid, quotation or proposal by either such Alta Company in the last five (5) years that if accepted or awarded could lead to a Contract between a such Alta Company, on the one hand, and either any Governmental Body Entity or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All all representations and certifications with respect to any such Company Government Contract or Company Government Subcontract made by a the applicable Alta Company Party were current, accurate and complete in all material respects when made, and the such Alta Company Parties have has complied in all material respects with all such representations and certifications.; (iii) The Company Parties the Alta Companies are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule Order or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No , and no allegation that any of the Alta Company Parties are is or have has been in the last five (5) yearsyears prior to the date hereof, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the such Alta Company Parties and not withdrawn.; (iv) During during the last five (5) yearsyears prior to the date hereof, the no Alta Company Parties have not has received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Knowledge, have any Knowledge of the Companies Parties Company, has any Alta Company been threatened with termination for default under any Company Government Contract or Company Government Subcontract.; (v) No no request for equitable adjustment by any Governmental Body Entity or by any Company Partyof Alta Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof.; (vi) There there is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Partiesany Alta Company, or any of their respective directors or officers, including (i) alleging alleged fraud or under the False Claims Act (31 U.S.C. § 3729-3733), violations of the Procurement Integrity Act (41 U.S.C. § 423), ) or violations of the Truth in Negotiations Act (10 U.S.C. § 2306a2000x, 41 U.S.C. 00 X.X.X. § 254b), 000x) or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract.; (vii) Neither the neither an Alta Company Parties nor, to the Companies’ or Knowledge of the Questica Holders’ KnowledgeCompany, any director, officer, employee, consultant or agent of their respective directors, officers, employees, consultants, or agentsan Alta Company, nor any cost incurred by the an Alta Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.Entity; (viii) The Company Parties all Alta Companies have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.; (ix) The no Alta Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body Entity in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Knowledge, no such suspension or debarment has been initiated or threatened.threatened in writing; (x) There there are no outstanding written claims between any of the Alta Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.; (xi) Neither the neither any Alta Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective directors, officers or employees of an Alta Company is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body Entity with respect to any operations of the Company Parties.such Alta Company; (xii) The each Alta Company Parties have has properly included their proprietary appropriate markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by required for the submissions.protection of proprietary information; (xiii) The each Alta Company Parties have has complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.; and (xiv) No no current operations of the Company Parties Alta Companies are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties Alta Companies and their respective officers, directors, managers, employees, consultants, consultants and agents collectively hold all security clearances necessary for the operation of their respective businesses as presently conducted. Section 3.13(bSchedule 3.19(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the any Alta Company Parties and or any their respective directors, officers, employees, consultants, consultants or agents. To the Knowledge No Alta Company is aware of the Companies or the Questica Holders there are no any facts that are reasonably likely to give rise to the revocation of any security clearance of the such Alta Company Parties or any of their its directors, officers, managers, employees, consultants or agents. The Each Alta Company Parties and their each of its directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Each Alta Company Parties have has complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document Entity, and prove their reservation of rights in Owned Intellectual Property and the no Alta Company Parties have not has received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body Entity of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica Holders, all All former U.S. government personnel that have been employed or retained by the an Alta Company Parties comply with applicable Governmental rules Rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a) of the Questica Holders’ Disclosure ScheduleSchedule 3.19(a), with respect to each Contract that is or has been over the five (5) years prior to the date hereof, between any of the Company PartiesAtlas Company, on the one hand, and any Governmental BodyEntity, on the other hand (each a “Company Government Contract”), ; each Contract that is or has been over the last five (5) years prior to the date hereof, between any of the Company PartiesAtlas Company, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each a “Company Government Subcontract”) ); and each outstanding bid, quotation or proposal by either such Atlas Company in the last five (5) years that if accepted or awarded could lead to a Contract between a such Atlas Company, on the one hand, and either any Governmental Body Entity or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All all representations and certifications with respect to any such Company Government Contract or Company Government Subcontract made by a the applicable Atlas Company Party were current, accurate and complete in all material respects when made, and the such Atlas Company Parties have has complied in all material respects with all such representations and certifications.; (iii) The Company Parties the Atlas Companies are not, and have not been in the last five (5) yearsyears prior to the date hereof, in any material violation, breach or default of any provision of any federal order, statute, rule Order or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No , and no allegation that any of the Atlas Company Parties are is or have has been in the last five (5) yearsyears prior to the date hereof, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the such Atlas Company Parties and not withdrawn.; (iv) During during the last five (5) yearsyears prior to the date hereof, the no Atlas Company Parties have not has received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Knowledge, have any Knowledge of the Companies Parties Company, has any Atlas Company been threatened with termination for default under any Company Government Contract or Company Government Subcontract.; (v) No no request for equitable adjustment by any Governmental Body Entity or by any Company Partyof Atlas Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof.; (vi) There there is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Partiesany Atlas Company, or any of their respective directors or officers, including (i) alleging alleged fraud or under the False Claims Act (31 U.S.C. § 3729-3733), violations of the Procurement Integrity Act (41 U.S.C. § 423), ) or violations of the Truth in Negotiations Act (10 U.S.C. § 2306a0000x, 41 U.S.C. 00 X.X.X. § 254b), 000x) or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract.; (vii) Neither the neither an Atlas Company Parties nor, to the Companies’ or Knowledge of the Questica Holders’ KnowledgeCompany, any director, officer, employee, consultant or agent of their respective directors, officers, employees, consultants, or agents, nor any cost incurred by the an Atlas Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.Entity; (viii) The Company Parties all Atlas Companies have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.; (ix) The no Atlas Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body Entity in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Knowledge, no such suspension or debarment has been initiated or threatened.threatened in writing; (x) There there are no outstanding written claims in excess of one hundred thousand dollars ($100,000) between any of the Atlas Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.; (xi) Neither the neither any Atlas Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective directors, officers or employees of an Atlas Company is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body Entity with respect to any operations of the Company Parties.such Atlas Company; (xii) The each Atlas Company Parties have has properly included their proprietary appropriate markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by required for the submissions.protection of proprietary information; (xiii) The each Atlas Company Parties have has complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.; and (xiv) No no current operations of the Company Parties Atlas Companies are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties Atlas Companies and their respective officers, directors, managers, employees, consultants, consultants and agents collectively hold all security clearances necessary for the operation of their respective businesses as presently conducted. Section 3.13(bSchedule 3.19(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the any Atlas Company Parties and or any their respective directors, officers, employees, consultants, consultants or agents. To the Knowledge No Atlas Company is aware of the Companies or the Questica Holders there are no any facts that are reasonably likely to give rise to the revocation of any security clearance of the such Atlas Company Parties or any of their its directors, officers, managers, employees, consultants or agents. The Each Atlas Company Parties and their each of its directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Each Atlas Company Parties have has complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document Entity, and prove their reservation of rights in Owned Intellectual Property and the no Atlas Company Parties have not has received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body Entity of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica Holders, all All former U.S. government personnel that have been employed or retained by the an Atlas Company Parties comply with applicable Governmental rules Rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a) of the Questica Holders’ Disclosure Schedule, with With respect to each Contract between any of the Company Parties, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either the Company in the last five (5) years that if accepted or awarded could lead to a Contract between a the Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that To the applicable Governmental Body and its representatives awarding Knowledge of the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party)Company, each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a the Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or Knowledge of the Questica Holders’ KnowledgeCompany, have any of the Companies Company Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Partyof the Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or Knowledge of the Questica Holders’ KnowledgeCompany, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a2000x, 41 U.S.C. 00 X.X.X. § 254b)000x) or any state and local equivalent, or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or Knowledge of the Questica Holders’ KnowledgeCompany, any of their respective its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businessesits business; to the Companies’ and Knowledge of the Questica Holders’ KnowledgeCompany, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company Parties. (xii) The Company Parties have properly included their proprietary markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissionsSubcontracts. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses as presently conducted. Section 3.13(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. To the Knowledge of the Companies or the Questica Holders there are no facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (dc) To the Knowledge of the Companies or the Questica HoldersCompany Parties, all former government personnel that have been employed or retained by the Company Parties comply with applicable Governmental rules Rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a2.13(a) of the Questica Holders’ Company’s Disclosure Schedule, with respect to each Contract between any of the Company Parties, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either the Company in the last five (5) years that if accepted or awarded could lead to a Contract between a the Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), Each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a the Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Partyof the Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging TABLE OF CONTENTS fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a0000x, 41 U.S.C. 00 X.X.X. § 254b)000x) or any state or local equivalent, or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, any of their respective its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Company’s Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company Parties. (xii) The Company Parties have properly included their proprietary markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissionsSubcontracts. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses business as presently conducted. Section 3.13(b2.13(b) of the Questica Holders’ Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. To the Knowledge The Company Parties are not aware of the Companies or the Questica Holders there are no any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. . TABLE OF CONTENTS​​ (d) To the Knowledge of the Companies or the Questica HoldersCompany Parties, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental rules Rules specifically related to post-government employment.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a2.13(a) of the Questica Holders’ Company’s Disclosure Schedule, with respect to each Contract between any of the Company Parties, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either the Company in the last five (5) years that if accepted or awarded could lead to a Contract between a the Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), Each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a the Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Party’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, any of their respective its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Company’s Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company Parties. (xii) The Company Parties have properly included their proprietary markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissionsSubcontracts. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses business as presently conducted. Section 3.13(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all The Business does not require any security clearances and no security clearances are held by the Company Parties and or, to the Knowledge of the Company, their respective directors, officers, employees, consultants, or agents. To the Knowledge of the Companies or the Questica Holders there are no facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.. (c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Companies or the Questica HoldersCompany Parties, all no current employee is a former government personnel that have been employed or retained by the Company Parties comply with applicable employee of a Governmental rules specifically related to post-government employmentBody.

Government Contracts and Bids. (a) Except as set forth on Section 3.13(a2.13(a) of the Questica Holders’ Company’s Disclosure Schedule, with respect to each Contract between any of the Company Parties, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either the Company in the last five (5) years that if accepted or awarded could lead to a Contract between a the Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), Each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a the Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications. (iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn. (iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any Company Partyof the Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof. (vi) There is no Proceeding pending or, to the Companies’ or the Questica Holders’ Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company Parties nor, to the Companies’ or the Questica Holders’ Company’s Knowledge, any of their respective its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of their respective businessesits business; to the Companies’ and the Questica Holders’ Company’s Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company Parties nor, to the Knowledge of the Companies or the Questica HoldersCompany, any of their respective its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company Parties. (xii) The Company Parties have properly included their proprietary markings on their its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissionsSubcontracts. (xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their businesses as presently conducted. Section 3.13(b) of the Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. To the Knowledge of the Companies or the Questica Holders there are no facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (dc) To the Knowledge of the Companies or the Questica HoldersCompany Parties, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental rules Rules specifically related to post-government employment.