Common use of Government Contracts Clause in Contracts

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller and Company have complied with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt

Government Contracts. (a) In addition to Section 2.27 of the representations and warranties in Section 2.5, with respect to Company Disclosure Letter lists each and every Government Contract or bid which, if accepted, would result in Bid to which the Company is a Government Contract (a "Government Bid"): (i) Seller party. The Company has made available to the Buyer complete and Company have complied with all material terms and conditions accurate copies of each such Government Contract or Bid. With respect to each Government BidContract or Bid to which the Company is a party, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (iiA) Seller and the Company have has complied with all requirements terms and conditions; and (B) no money due to the Company has been, or has threatened to be withheld or set off, or if previously paid, refunded or recouped. (b) The Company has not been and it not now being, audited or investigated by any Governmental Entity, or an inspector general, auditor or other Person with a similar function of all material Laws any Governmental Entity nor, to the Company’s knowledge, has such audit or agreements pertaining investigation been threatened. (c) Within the past five (5) years, the Company has not received from a party to such a Government Contract any written stop work order for which work has not resumed, cure notice, show cause notice or notice of termination concerning a Government Bid; Contract. (iiid) all representations and certifications executedNo Governmental Entity, acknowledged prime contractor, subcontractor or set forth in third party has asserted any claim, dispute or pertaining any other action for relief with respect to such any Government Contract Contract. The Company has not asserted any claim or Government Bid were complete and correct in all material respects as of their effective dateany other action for relief nor has it initiated any dispute proceeding directly or indirectly against any Governmental Entity, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated third party concerning any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoContract. (be) With respect The Company has not received any written notice of, and to the Business: (i) neither Seller nor Company orknowledge of the Company, to their knowledge, any none of their respective its directors, officers, employees, consultants officers or agents employees is (or during for the last three years has been) under been under, any administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect Entity relating to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract Contract. The Company has no knowledge of any irregularity, misstatement or omission arising under or relating to any Government Bid; and Contract. (iif) during Neither the Company, nor, to the knowledge of the Company, any of its officers, directors, employees or Affiliates, is or for the last three yearsfive years has been suspended or debarred from doing business by any Governmental Entity or declared nonresponsible or ineligible for government contracting; no suspension or debarment action has been commenced against the Company or, neither Seller nor to the knowledge of the Company, any of its officers, directors, employees or Affiliates; and, to the knowledge of the Company, there are no facts or circumstances which would reasonably be expected to result in a suspension or debarment proceeding or a finding of nonresponsibility. The Company has not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Entity, and to the U.S. Governmentknowledge of the Company, with respect there has been no conduct that could lead to the imposition of criminal, civil, administrative or contractual liability for fraud, false claims or false certifications that would warrant such an investigation or disclosure. (g) To the knowledge of the Company, the Company has not submitted to any alleged irregularityGovernmental Entity any inaccurate, misstatement untruthful, or omission arising under misleading cost or pricing data, certification, Bid, proposal, report, claim, or other information relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (dh) The Business No Bid bond remains outstanding relating to any Government Contract. (i) Each of the Government Contracts to which the Company is a party has not been debarred issued, awarded or suspended from participation novated to the Company in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect name of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt.

Government Contracts. (a) In addition to the representations A true and warranties in Section 2.5, with respect to correct list of each and every Government Contract which is in effect as of the date of this Agreement or bid whichentered into by the Company between the date of this Agreement and the Closing Date, if acceptedand Government Bid to which the Company is a party, would result is set forth in a Government Contract Schedule 3.38. (a "Government Bid"): b) Except as set forth in Schedule 3.38, (iA) Seller and the Company have has fully complied with all material terms and conditions of such each Government Contract or and Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinBid to which it is a party as required; (iiB) Seller and the Company have has complied with all material requirements of all material Laws any statute, rule or agreements regulation pertaining to such Government Contract or Government Bid; (iiiC) all representations and certifications executed, acknowledged or set forth in or pertaining made by the Company with respect to such Government Contract or Government Bid were complete and correct accurate in all every material respects respect as of their effective date, date and Seller and the Company have has fully complied in all material respects with all such representations and certificationscertifications in all material respects; and (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (vD) no termination for convenience, termination for or default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; issued and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoremains unresolved. (bc) With respect Except as set forth in Schedule 3.38, (A) to the Business: (i) neither Seller nor Company orKnowledge of Sellers and the Company, to their knowledge, any none of their respective directors, officers, the Company’s employees, consultants or agents is (or during the last three five years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of the Company; (B) to the Knowledge of Sellers and the Company, there is no pending audit and investigation of the Company or any of its officers, employees or representatives nor within the last five years has there been any audit or investigation of Seller the Company or Company any of its officers, employees or representatives resulting in a material adverse finding with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (iiC) during the last three five years, neither Seller nor the Company has conducted or initiated not made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any other Governmental Authority with respect to any material alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularityExcept as set forth in Schedule 3.38, misstatement the Company has not had any such irregularities, misstatements or omission omissions arising under or relating to any such Government Contract or Government Bid that has led to any of the consequences set forth in Clause clause (iA) or (iiB) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (cd) With respect to the BusinessExcept as set forth in Schedule 3.38, there exist are (iA) no outstanding material written claims against Seller or the Company, either by the U.S. Governmental Authority or any other Government or by any prime contractor, subcontractor, vendor or other third party, party arising under or relating to any Government Contract or Government Bid; Bid to which the Company is a party, and (iiB) no material written outstanding disputes between Seller or Company the Company, on the one hand, and the U.S. Government or any other Governmental Authority, on the other hand, under the Contract Disputes Act or any other Federal statute or between Seller or Company the Company, on the one hand, and any prime contractor, subcontractor or vendor vendor, on the other hand, arising under or relating to any such Government Contract or Government Bid. Neither Seller nor . (e) Except as set forth in Schedule 3.38, none of the Company nor, to the Knowledge of the Company and Sellers, any of its employees, consultants or agents is (or during the last five years has any interest in any pending been) suspended or potential claim against debarred from doing business with the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that Governmental Authority or is (or during such period was) the subject of a party finding of non-responsibility or ineligibility for Government contracting. Except as set forth in Schedule 3.38, to such the Knowledge of the Company and Sellers, since January 1, 1996, the Company has conducted its operations in all material respects in compliance with all requirements of all Laws pertaining to all Government ContractContracts and Government Bids. (df) The Business has not been debarred Except as set forth in Schedule 3.38, since January 1, 1996, no statement, representation or suspended from participation warranty made by the Company in any Government Contract, any Government Bid or any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to the award of contracts with the United States Department of Defense Government or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) Authority in connection with any Government Contract in violation or Government Bid contained on the date so furnished or submitted (or on any other date where such statement, representation or warranty is deemed made or brought down as of a subsequent date either under applicable procurement laws Law or regulations pursuant to the applicable Government Contract or Government Bid or any exhibit thereto or in violation ofany written certificate, statement, list, schedule or other document submitted or furnished to the Government or any other Governmental Authority in connection with such Government Contract or Government Bid) any untrue statement of material fact, or requiring disclosure pursuant tofailed to state a material fact necessary to make the statements therein contained, in light of the circumstances in which they are made, not misleading, except for any untrue statement or failure to state a material fact that would not result in any material liability to the Company as a result of such untrue statement or failure to state a material fact. (g) Except as set forth in Schedule 3.38, the Foreign Corruptrates and rate schedules submitted to the Government with respect to Government Contracts of the Company have been audited and closed out for all years prior to 1995. (h) The Company is in compliance in all material respects with all national security obligations, including, without limitation, those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (January 1995). (i) Except as set forth in Schedule 3.38, all Government Contracts have been awarded, and all Government Bids have been submitted, under a competitive and open procurement process without preferential treatment of any kind. None of the Government Contracts listed on Schedule 3.38 are subject to termination by a Governmental Authority as a result of the consummation of the transactions contemplated by this Agreement.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with With respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "and Government Bid"): , except as set forth in the Commission Documents, since December 31, 2021, (i) Seller the Company and Company its Subsidiaries have complied in all material respects with all applicable Laws and contractual requirements, (ii) none of the Company or any of its Subsidiaries is in material terms and conditions violation or breach of such any applicable Laws or contractual requirements governing any Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations the representations, certifications, and certifications executed, acknowledged warranties made by the Company or set forth one of its Subsidiaries in or pertaining to such connection with the Government Contract or Contracts and Government Bid Bids were complete and correct accurate in all material respects as of their effective date, and Seller the Company and Company its Subsidiaries have complied in all material respects with all such representations representations, certifications, and certifications; warranties, and (iv) neither there has not existed any event, condition or omission that would constitute a breach or default, whether by lapse of time or notice or both, by any other Person under any Government Contract. (b) Except as disclosed in the U.S. Commission Documents, since December 31, 2021, (i) none of the Company or any of its Subsidiaries has received written notice of any pending or threatened investigation, prosecution, or civil or administrative proceeding in connection with any Government Contract or Government Bid, and, to the Knowledge of the Company, no such investigation, prosecution, or civil or administrative proceeding or settlement negotiation, or internal investigation is pending or is contemplated by any Governmental Authority; (ii) there have been no document requests, subpoenas, or search warrants involving any of the officers, directors, employees, or agents of the Company or any of its Subsidiaries in connection with any Government Contract or Government Bid; (iii) no Government Contract has been terminated for default or convenience, (iv) none of the Company or any of its Subsidiaries has received any written termination for default notice, cure notice, or show-cause notice from any Governmental Authority or any prime contractor or higher-tier subcontractor that remains unresolved; and (v) none of the Company or any of its Subsidiaries has received notice of any disallowance of costs under any Government Contract and/or assessment of any penalty (whether actual or threatened), nor received in writing any material negative findings in any audit or investigation performed by any Governmental Authority which, in each case, remains unresolved or in dispute. (c) Except as disclosed in the Commission Documents, since December 31, 2021, no Governmental Authority nor any prime contractor, subcontractor or other Person vendor has notified Seller or Company, either asserted in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller initiated any dispute proceeding against the Company or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or its Subsidiaries relating to any Government Contract or Government Bid; and (ii) during , nor is the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth its Subsidiaries asserting in Clause (i) writing any claim or (ii) of the immediately preceding sentence initiating any dispute proceeding directly or indirectly against any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to such party concerning any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation Except as disclosed in the award Commission Documents, since December 31, 2021, none of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director of its Subsidiaries has received any written notice from a Governmental Authority regarding any alleged violation or officer potential violation by the Company, any of Seller its Subsidiaries or Company in respect one of their respective subcontractors of the Business. With respect to the evaluation of any Government Bid made by Seller or CompanyCivil False Claims Act, Procurement Integrity Act, Anti-Kickback Act, Truth in Negotiations Act, Service Contract Act, Buy American Act, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent Trade Agreements Act that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptremains unresolved.

Government Contracts. Except as set forth on Schedule 2.11 attached hereto: 2.11.1 Neither Parent nor any Seller Company is a party to any Contract or subject to any Regulation that would result in the termination of any Government Contract that is part of the Business or that would impose any limitation on Seller Companies’ ability to perform a Government Contract that is part of the Business or to continue the Business (a) In addition whether as the Business is conducted prior to Closing or as the Business is contemplated to be conducted pursuant to the representations transactions contemplated pursuant to this Agreement and warranties the agreements, documents and transactions contemplated hereby and thereby). 2.11.2 No payment has been made by Parent, any Seller Company or by any Person authorized to act on its behalf, to any Person in Section 2.5connection with any Government Contract of any Seller Company or Parent in violation of applicable United States or foreign procurement Regulations, with including without limitation any criminal or civil Regulations relating to bribes or gratuities, or in violation of the Foreign Corrupt Practices Act. 2.11.3 With respect to each and every Government Contract that is part of the Business to which any Seller Company or bid which, if accepted, would result in Parent is a Government Contract (a "Government Bid"): party: (i) Seller and Company have complied with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date, and each Seller Company and Company Parent have complied in all material respects with all such representations and certifications; (ivii) neither the U.S. Government United States government nor any prime contractor, subcontractor or other Person has notified a Seller Company or CompanyParent, either orally or in writing or, to their knowledge, orallywriting, that such Seller Company or Company Parent has breached or violated any LawRegulation, certificationor any certificate, representation, clause, provision or requirement pertaining to such Government Contract or Government BidContract; and (viii) no termination for convenience, convenience or termination for defaultdefault has occurred within the last three (3) years, and no cure notice or show cause notice is currently in effect pertaining to to, such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoContract. (b) With respect to the Business: (i) neither 2.11.4 Neither Parent, any Seller Company nor Company or, to their knowledge, any of their respective directors, managers, officers, employees, consultants employees or agents owners is (or during the last three five (5) years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during that is part of the Business. During the last three five (5) years, neither Parent, nor any Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect United States government related to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costsame. (c) With respect to the Business, there 2.11.5 There exist (i) no outstanding material claims Claims against any Seller Company or CompanyParent, either by the U.S. Government United States government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; that is part of the Business, and (ii) no material disputes between any Seller Company or Company Parent, on the one hand, and the U.S. Government United States government, on the other hand, under the Contract Disputes Act or any other Federal statute federal Regulation or between any Seller Company or Company Parent on the one hand, and any prime contractor, subcontractor or vendor vendor, on the other hand, arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contractpart of the Business. 2.11.6 No Seller Company, nor any of their directors, managers, officers, employees or owners is (dor during the last five (5) The Business years has not been been) suspended or debarred or suspended from participation in the award of contracts doing business with the United States Department of Defense government or any other Governmental Entity Authority or is (excluding for this purpose ineligibility or during such period was) the subject to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the a finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptfor United States government contracting.

Government Contracts. (a) In addition Each Current Company Government Contract is not subject to any Proceedings, other than audits in the ordinary course of business by the Defense Contract Audit Agency, the Defense Contract Management Agency, the Office of Federal Contract Compliance Programs or their non-United States equivalent or their non-United States equivalent. (b) The Company and the Company Subsidiaries are, and for the three (3) years preceding the date of this Agreement have been, in compliance with all applicable Laws (including Executive Order 11246) pertaining to the representations and warranties in Section 2.5, with respect to each and every Company Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller Contracts and Company Government Bids, except as would not be material to the business of the Company and the Company Subsidiaries, taken as a whole. (c) The Company and the Company Subsidiaries are, and for the three (3) years preceding the date of this Agreement have complied been, in material compliance with all material terms and conditions of such Government Contract or Government Bidconditions, including all clauses, provisions and requirements incorporated expresslyprovisions, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective datespecifications, and Seller quality assurance, testing and inspection requirements, of the Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoContracts. (bd) With respect to Neither the Business: (i) neither Seller Company nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants the Company Subsidiaries is under or agents is (or during the last three years has been) under identified in any administrative, civil or criminal investigation known or indictment, nor is it a party to Seller any administrative or Companycivil litigation, indictment involving alleged false statements, false claims or information by any Governmental Entity, other misconduct or any audit or investigation of Seller or Company with respect to any alleged irregularityother Proceeding, misstatement or omission arising under or relating to any Company Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led been communicated in writing to the Company or any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costCompany’s Subsidiaries. (ce) With respect to Neither the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractornor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and the Company, there exist no facts any director, officer, employee, consultant or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect Affiliate of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (is suspended, debarred or, to the extent that knowledge of the same might result in any liability on the part of Seller or Company, by any person on behalf proposed for suspension or debarment from government contracting. For the three (3) years preceding the date of Seller or Company) in connection with any this Agreement, no Company Government Contract to which the Company or any of the Company’s Subsidiaries is or was a party has been terminated for default and no such termination for default has been threatened. (f) Neither the Company nor any of the Company Subsidiaries has an active facility clearance issued pursuant to the National Industrial Security Program Operating Manual nor requires access to U.S. classified information in violation the performance of applicable procurement laws any Company Government Contract. Neither the Company nor any of the Company Subsidiaries is in the process of bidding on any such Company Government Contracts or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptCompany Government Bid that requires access to U.S. classified information.

Government Contracts. (a) In addition to To the representations Knowledge of the Company, neither the Company nor any of its Principals (as defined in FAR 2.101 and warranties 52.209-5), has been debarred, suspended, or proposed for suspension or debarment, and no circumstances exist that would reasonably warrant the institution of suspension or debarment proceedings against the Company or any of its Principals in Section 2.5, connection with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller and Company have complied with all material terms and conditions the performance of such any Government Contract or Government Bid. (b) Except for such matters as would not reasonably be expected to result in a Company Material Adverse Effect, including all clausesas of the date of this Agreement, provisions and requirements incorporated expresslyduring the past five years: (i) the Company has not been in material breach of or material default under any Government Contract, and, to the Company’s Knowledge, no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a material breach or material default by reference or by operation of Law thereinthe Company; (ii) Seller and the Company have complied is in compliance in all material respects with all requirements of material contract terms and all material Laws or agreements pertaining applicable Laws, as amended, where and as applicable to such each Government Contract or Government Bid; (iii) to the Company’s Knowledge, all material representations and certifications executed, acknowledged acknowledged, set forth, or set forth in or pertaining made by the Company with respect to such each Government Contract or Government Bid were current, accurate and complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certificationsdates; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached not received any written notice of any pending or violated threatened investigation, prosecution or administrative proceeding related to any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenienceGovernmental Entity has notified the Company in writing of any material breach or violation of any applicable Law or of any certification, representation, clause, provision or requirement of any such Government Contract that in each case remains unresolved; (vi) the Company has not received any written notice of any termination for default, cure notice notice, or show cause notice is currently in effect pertaining to such any Government Contract or Government Bidthat in each case remains unresolved; (vivii) no material cost incurred the Company has not received any written notice of any audit or investigation by Seller or Company pertaining any Governmental Entity with respect to such a Government Contract or Government Bid has been formally questioned or challengedthat in each case remains unresolved (other than in the ordinary course of business, is the subject of any investigation or has been disallowed by the U.S. Governmentincluding routine audits); and (viiviii) no money due the Company has not made any mandatory or voluntary disclosures to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company Entity with respect to any alleged material irregularity, misstatement misstatement, or omission arising under or relating to any Government Contract or Government Bid; and . (iic) during As of the last three yearsdate of this Agreement, neither Seller nor Company has conducted there are no outstanding or initiated any internal investigation pending claims, requests for equitable adjustment, withholds, fully burdened costs incurred materially in excess of the contract or made a voluntary disclosure to order price, fully burdened costs in excess of the U.S. Governmentceiling price or funded amount of the contract or order, with respect to any alleged irregularity, misstatement or omission contract disputes in excess of $500,000 arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in To the award of contracts with the United States Department of Defense or any other Company’s Knowledge, no Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect has assigned to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) rating below “satisfactory” in connection with any contractor performance assessment report or similar evaluation of past performance on any material Government Contract in violation listed on Section 3.16(a)(ix) of applicable procurement laws or regulations or in violation ofthe Company Disclosure Schedule, and no performance review on any scheduled material Government Contract includes any statement to the effect, or requiring disclosure pursuant concludes, that the Governmental Entity would not recommend using the Company in the future. (e) The Company performs no activities under Government Contracts, and has no other relationships with any other Person, that could result in an “organizational conflict of interest” (OCI) as defined in Subpart 9.5 of the Federal Acquisition Regulation (FAR) and agency supplements thereto, and no Government Contract currently creates a requirement to establish an OCI mitigation plan. (f) The Company has complied in all material respects with the data security, cybersecurity, and physical security systems and procedures required by the current Government Contracts (including, but not limited to, all requirements relating to federal contract information, controlled unclassified information, and covered defense information). In the Foreign Corruptlast three years, and to the Knowledge of the Company, the Company has not had or experienced any breach of data security or cybersecurity, whether physical or electronic. In the last three years, and to the Knowledge of the Company, any data security, cybersecurity or physical security breach related to any current Government Contract has been reported to the necessary Governmental Entity or higher tier contractor, as required by the terms of such current Government Contract or applicable Law.

Government Contracts. (a) In addition to the representations and warranties Except as set forth in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): 3.23(a) of the Company Disclosure Schedule: (i) Seller each of the Company and Company have its Subsidiaries has complied in all material respects with all material the terms and conditions of such each Government Contract or and Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinBid to which it is a party as required; (ii) Seller each of the Company and Company have its Subsidiaries has complied in all material respects with all requirements of all material Laws or agreements any Applicable Law pertaining to such Government Contract or for Government Bid; (iii) all representations and certifications executed, acknowledged made by the Company or set forth in or pertaining any Subsidiary with respect to such Government Contract or Government Bid were complete and correct accurate in all every material respects respect as of their effective datedate and the Company or its applicable Subsidiary, and Seller and Company have as the case may be, has complied in all material respects with all such representations and certifications; and (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for or default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; issued and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoremains unresolved. (b) With respect to Except as set forth in Section 3.23(b) of the BusinessCompany Disclosure Schedule: (i) neither Seller nor Company or, to their the Company's or any of its Subsidiaries' knowledge, any none of their respective directors, officers, the Company's and its Subsidiaries' employees, consultants or and agents is (or during the last three five years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityEntity with respect to the conduct of the business of the Company or its applicable Subsidiary, as the case may be; (ii) there is no pending audit or, to the Company's or any of its Subsidiaries' knowledge, investigation of the Company or any of its Subsidiaries or, to the Company's or any of its Subsidiaries' knowledge, any of their respective officers, employees or representatives nor within the last five years has there been any audit or investigation of Seller the Company or Company any of its Subsidiaries or, to the Company's or any of its Subsidiaries' knowledge, any of their respective officers, employees or representatives resulting in a material adverse finding with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (iiiii) during the last three five years, neither Seller nor the Company has conducted or initiated and its Subsidiaries have not made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any non-U.S. government with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularityExcept as set forth in Section 3.23(b) of the Company Disclosure Schedule, misstatement the Company and its Subsidiaries have not had any such irregularities, misstatements or omission omissions arising under or relating to any such Government Contract or Government Bid that has led to any of the consequences set forth in Clause clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to Except as set forth in Section 3.23(c) of the BusinessCompany Disclosure Schedule, there exist are (i) no outstanding material written claims against Seller the Company or Companyany of its Subsidiaries, either by the U.S. Government or any non-U.S. Government or by any prime contractor, subcontractor, vendor or other third party, party arising under or relating to any Government Contract Bid or Government Bid; Contract, and (ii) no material written disputes between Seller the Company or Company any of its Subsidiaries, on the one hand, and the U.S. Government or any non-U.S. Government, on the other hand, under the Contract Disputes Act or any other Federal statute or between Seller the Company or Company any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor or vendor vendor, on the other hand, arising under or relating to any such Government Contract or Government Bid. Neither Seller . (d) Except as set forth in Section 3.23(d) of the Company Disclosure Schedule, none of the Company and its Subsidiaries, nor Company to the Company's or any of its Subsidiaries' knowledge, any of their respective employees, consultants or agents is (or during the last five years has any interest in any pending been) suspended or potential claim against debarred from doing business with the U.S. Government or any prime contractornon-U.S. government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for U.S. Government or non-U.S. government contracting. Except as set forth in Section 3.23(d) of the Disclosure Schedule, subcontractor each of the Company and its Subsidiaries conducted its operations in all material respects in compliance with all requirements of all laws pertaining to all Government Contracts and Government Bids. (e) Except as set forth in Section 3.23(e) of the Company Disclosure Schedule, no statement, representation or vendor arising under warranty made by the Company or relating to any of its Subsidiaries in any Government Contract Contract, any Government Bid or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) non-U.S. government in connection with any Government Contract in violation or Government Bid contained on the date so furnished or submitted (or on any other date where such statement, representation or warranty is deemed made or brought down as of a subsequent date either under Applicable Law or pursuant to the applicable procurement laws Government Contract or regulations Government Bid or any exhibit thereto or in violation ofany written certificate, statement, list, schedule or other document submitted or furnished to the U.S. Government or any non-U.S. Government in connection with such Government Contract or Government Bid) contained any untrue statement of material fact, or requiring disclosure pursuant tofailed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, except for any untrue statement or failure to state a material fact that would not result in any material liability to the Company or any of its Subsidiaries as a result of such untrue statement or failure to state a material fact. (f) Except as set forth in Section 3.23(f) of the Company Disclosure Schedule, no outstanding Government Bid (or series of related Government Bids) was bid knowing that when accepted it would result in a loss. (g) Except as set forth on Section 3.23(g) of the Company Disclosure Schedule, the Foreign Corruptrates and rate schedules submitted to the U.S. Government with respect to Government Contracts to which the Company or any of its Subsidiaries is a party have been closed for all years prior to 1997. (h) The Company and each of its Subsidiaries is in compliance in all material respects with all national security obligations, including, without limitation, those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (January 1995).

Government Contracts. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (a) In addition each Government Contract (i) where the aggregate revenues during the calendar year ended December 31, 2020, was in excess of $500,000 or (ii) that requires access to classified information, in each case that is to be performed in whole or in part after the representations date of this Agreement (each, a “Material Government Contract”) to which any Acquired Company is a party was legally awarded, is binding on the Company or the applicable Acquired Company, and warranties is in Section 2.5full force and effect, with respect to each and every (b) no such Material Government Contract or bid which, if accepted, would result in a Government Contract Bid is currently the subject of bid or award protest proceedings, (a "Government Bid"): (ic) Seller and Company have complied the Acquired Companies are in compliance with all material the terms and conditions of each such Material Government Contract or Government Contract Bid, including all clauses(d) since January 1, provisions and requirements incorporated expressly2020, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government a Governmental Entity nor any prime contractor, contractor or subcontractor or other Person has notified Seller or Company, either any Acquired Company in writing orthat it has, or is alleged to their knowledgehave, orally, that Seller or Company has breached or violated any applicable Law, representation, certification, representationdisclosure, clause, provision or requirement pertaining to any such Government Contract or Government Contract Bid; , (ve) since January 1, 2020, no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Acquired Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of made any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is voluntary disclosure (or during the last three years has beenmandatory disclosure pursuant to Federal Acquisition Regulation (“FAR”) under administrative, civil or criminal investigation known 52.203-13) to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company Entity with respect to any alleged irregularity, misstatement misstatement, omission, fraud or omission arising under price mischarging, or relating to any Government Contract or Government Bid; and (ii) during the last three yearsother violation of applicable Law, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists and (f) since January 1, 2020, no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to Acquired Company nor any of their respective “Principals” (as defined in FAR 52.209-5) has been debarred, suspended, declared nonresponsible or ineligible, or excluded, or to the consequences set forth in Clause (i) or (ii) knowledge of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government proposed for debarment, suspension or by any prime contractorexclusion, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in or the award of contracts or subcontracts for or with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection doing business with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptGovernmental Entity.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with With respect to each and every Government Contract or and each bid whichthat, if accepted, would result in such a Government Contract (a "“Government Bid"): ”) to which the Company or Amtran is a party, (i) Seller the Company and Company Amtran have complied with in all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied respects with all requirements of all material Laws or Applicable Laws, FAR, and agreements pertaining to such Government Contract or Government Bid; (iiiii) all representations and certifications executed, acknowledged or the Company and Amtran have set forth in or pertaining to such Government Contract or Government Bid were current, accurate and complete and correct in all material respects accordance with their terms as of their effective date, and Seller the Company and Company Amtran have materially complied in all material respects with all such representations and certifications; (iviii) neither the U.S. Government a Governmental Authority nor any prime higher-tier contractor, subcontractor or other Person has notified Seller the Company or Company, either Amtran in writing or, to their knowledge, orally, that Seller the Company or Company has Amtran breached or violated any Law, certification, representation, clause, provision Law or requirement FAR pertaining to such a Government Contract or Government Bid; (viv) no termination for convenience, convenience is currently in effect pertaining to a Government Contract; (v) no termination for default, cure notice or show cause notice is currently in effect pertaining to such a Government Contract and no event nor condition has occurred or Government Bidexists, to the knowledge of Seller, that would constitute grounds for such action; (vi) no material cost incurred by Seller the Company or Company Amtran pertaining to such a Government Contract or Government Bid has been formally questioned or challenged, is the subject of any an investigation or has been disallowed by a Governmental Authority or a higher-tier contractor; (vii) in the U.S. Governmentlast three (3) years, the Company and Amtran did not receive any adverse or negative past performance evaluations or ratings regarding their performance of a Government Contract; (viii) no bid protest is pending with respect to a Government Contract or a Government Bid; and (viix) no money due to Seller or Company pertaining to such each Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretovalid. (bi) With respect to the Business: (i) knowledge of Seller, neither the Company, Seller nor Company oror Amtran, to their knowledge, any of or their respective directors, officers, employees, consultants consultants, or agents (while such Person was a principal, employee, consultant, or agent of the Company, Amtran or Seller), is (or during has been at any point in the last three (3) years has been) under administrative, civil or criminal investigation known to Seller or Companyinvestigation, indictment indictment, or information by any Governmental EntityAuthority, or any audit or investigation of Seller or Company by any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid, or suspended or debarred from doing business with a Governmental Authority or has been the subject of a finding of nonresponsibility or ineligibility for contracting with a Governmental Authority; and (ii) during the last three (3) years, neither Seller nor the Company has and Amtran have not conducted or initiated any internal investigation or had reason to conduct, initiate or report any internal investigation, or made a mandatory or voluntary disclosure to the U.S. Governmenta Governmental Authority, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity. (c) Neither the Company or Amtran, misstatement or omission arising under to the knowledge of Seller, any of their respective principals’, employees’, agents’, or relating to subcontractors’, is or have been in violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity provisions found in Title 18 of the U.S. Code, a violation of the civil False Claims Act (31 U.S.C. §§ 3729-3733) or receipt of a significant overpayment (other than overpayments resulting from contract financing payments as defined in FAR 32.001) in connection with the award, performance, or closeout of any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costBid. (cd) With respect to the Business, there exist (i) no outstanding material claims exist against Seller the Company or Company, either Amtran by the U.S. Government a Governmental Authority or by any prime a higher-tier contractor, subcontractor, vendor or other third partyPerson, arising under or relating to any Government Contract or Government BidContract; and (ii) there exists no material disputes or, to the knowledge of Seller, potential disputes between Seller the Company or Company Amtran and the U.S. Government a Governmental Authority under the Contract Disputes Act or any other Federal statute Law or between Seller the Company or Company Amtran and any prime higher-tier contractor, subcontractor or vendor other Person arising under or relating to any Government Contract Contract; and (iii) to the knowledge of Seller, no event or Government Bidcondition exists that constitute grounds for a claim or dispute under clauses (i) or (ii). Neither Seller Except as set forth in Section 4.27(d) of the Disclosure Schedules, neither the Company nor Company has any Amtran have an interest in any pending or potential claim under the Contract Disputes Act against the U.S. Government a Governmental Authority or any prime against a higher-tier contractor, subcontractor or vendor other Person arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (de) None of the Government Contracts are premised or were awarded based on the status of the Company or Amtran as a small business (including, a small disadvantaged business, a woman-owned small business, a service-disabled veteran-owned small business, a veteran-owned small business, a Historically Underutilized Business Zone small business, or a Small Business Administration Section 8(a) program participant). The Business has not been debarred or suspended from participation Company’s and Amtran’s representations and certifications in the award System for Award Management, or otherwise submitted in writing to any Governmental Authority, prime contractor or higher-tier subcontractor, that the Company or Amtran was a small business concern (as defined in the FAR and in the Small Business Administration regulations at 13 CFR Part 121) were true and accurate when made. (f) Except to the extent prohibited by Law, Section 4.27(f) of contracts with the United States Department Disclosure Schedule sets forth a true and complete list of Defense all facility security clearances held by the Company and Amtran and all personnel security clearances held by any officer, director or any other Governmental Entity employee of the Company or Amtran (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirementslisted by category only). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company The clearances set forth in respect Section 4.27(f) of the Disclosure Schedules are all of the facility and personnel security clearances reasonably necessary to conduct the Acquired Business. With respect to The Company and Amtran are in compliance in all material respects with all national security obligations, including those specified in the evaluation of any Government Bid made National Industrial Security Program Operating Manual, found in 32 CFR Part 117 (the “NISPOM”). Other than routine audits by Seller or Company, or by a prime contractor of Seller or Company, during the past three yearsDefense Counterintelligence and Security Agency (formerly known as the Defense Security Service), there has been no adverse finding made by any Governmental Entity concerning Seller's audit or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, investigation relating to the extent compliance by the Company or Amtran with the requirements of the NISPOM that resulted in material adverse findings against the Company or Amtran. The Company and Amtran have taken all necessary steps with the applicable agency to ensure that the same might result security clearances identified in any liability Section 4.27(f) of the Disclosure Schedules will remain in full force and effect on and after the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptClosing Date.

Government Contracts. (a) In addition Each Current Government Contract is a valid and binding obligation of the Company or its Subsidiaries, as applicable, and, to the representations Knowledge of the Company, of each other party thereto and, to the Knowledge of the Company, is in full force and warranties effect and enforceable in Section 2.5accordance with its terms (subject to the Enforceability Exceptions), with respect and, to each and every the Knowledge of the Company, no Current Government Contract is currently the subject of bid or bid whichaward protest proceedings before the U.S. Government Accountability Office or Court of Federal Claims. To the Knowledge of the Company, if accepted, would result in a there is no reasonable basis to expect that any Current Government Contract will not remain in effect after the Closing in accordance with its terms. (a "Government Bid"): b) To the Knowledge of the Company, during the past three years, (i) Seller the Company and Company its Subsidiaries have complied with complied, in all material respects, with the terms and conditions of such each Government Contract or Government Bid, including Bid and all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining applicable to such each Government Contract or Government Bid; (iiiii) all the representations and certifications executed, acknowledged or set forth made by Company and its Subsidiaries in or pertaining writing with respect to such each Government Contract or Government Bid were current, accurate, and complete and correct in all material respects respects, as of their respective effective datedates, and Seller and the Company have and/or its Subsidiaries, as applicable, has complied in all material respects with all such representations and certifications; and (iviii) neither the U.S. Government Company nor any of its Subsidiaries has been in breach of or default under any Government Contract, and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a breach or default by the Company or any of its Subsidiaries. (c) As of the date of this Agreement, there are (i) no outstanding claims, requests for equitable adjustment, or other disputes against the Company or any of its Subsidiaries with a potential liability in excess of $250,000 or (ii) material withholds or offsets of payments to the Company or any of its Subsidiaries, in each case arising under or relating to a Government Contract. (d) During the past three years, (i) neither the Company nor any of its Subsidiaries has received any written notice nor, to the Knowledge of the Company, oral notice from a Governmental Authority of any pending or threatened investigation, prosecution or administrative proceeding related to any Government Contract or Government Bid; (ii) no Governmental Authority, prime contractor, subcontractor or other Person higher-tier contractor has notified Seller the Company or Company, either any of its Subsidiaries in writing or, to their knowledge, orally, that Seller of any material breach or Company has breached material violation of any applicable Law or violated of any Law, certification, representation, clause, provision or requirement pertaining to of any such Government Contract or Government BidContract; (viii) no termination for convenience, termination for default, cure neither the Company nor any of its Subsidiaries has received any written notice or show cause notice is currently in effect pertaining of any audit by any Governmental Authority with respect to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such a Government Contract or Government Bid has been formally questioned or challenged, is that in each case remains unresolved (other than routine audits in the subject ordinary course of any investigation or has been disallowed by the U.S. Governmentbusiness); and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (iiv) neither Seller the Company nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants its Subsidiaries has made any voluntary or agents is (or during the last three years has been) under administrative, civil or criminal investigation known mandatory disclosures to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company Authority with respect to any alleged material irregularity, misstatement material misstatement, significant overpayment or omission material violation of applicable Law arising under or relating to any Government Contract or Government Bid, nor, to the Company’s Knowledge, has any material violation of applicable Law occurred for which the Company or any of its Subsidiaries is required under applicable Law to make any such disclosure to a Governmental Authority; (v) no material cost incurred by the Company or its Subsidiaries has been questioned in writing or disallowed, other than those which have been resolved in full; and (iivi) during the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. GovernmentKnowledge of the Company, with respect no reasonable basis exists to any alleged irregularity, misstatement or omission arising under or relating give rise to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to material claim by a Governmental Authority in connection with any Government Contract or Government Bid that has led to any for (A) fraud (as such concept is defined under the state or federal Laws of the consequences set forth in Clause United States); (iB) liability under the False Claims Act; or (iiC) of a claim for price adjustment under the immediately preceding sentence Truthful Cost or any other damage, penalty assessment, recoupment of payment or disallowance of costPricing Data Act. (ce) With During the past three years, no Government Contract has been terminated for default or cause and no cure notices or “show cause” notices have received by the Company or any or its Subsidiaries in writing with respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (df) The Business During the past three years, none of Company or any of its Subsidiaries nor any of their Principals (as defined in Federal Acquisition Regulation 2.101) has not been debarred debarred, suspended, or suspended proposed for suspension or debarment or otherwise excluded from participation in the award of government contracts with the United States Department or has been declared ineligible or determined non-responsible for contracting by any Governmental Authority (excluding, for purposes of Defense or any other Governmental Entity (excluding for this purpose Section 3.21(f), ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of No suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (or non-responsibility Proceeding with respect to government contracting is pending or, to the Business)Knowledge of the Company, threatened against the Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during its Subsidiaries. (g) In the past three years, there has been no adverse finding made the Company and its Subsidiaries have complied in all material respects with all applicable cybersecurity and data protection regulations required by any Governmental Entity concerning Seller's Contract or Company's past performance on a Law, including Defense Federal Acquisition Regulation Supplement 252.204-7012. (h) In connection with each Government Contract. No payment has been made , in the past three years the Company and its Subsidiaries have complied in all material respects with all applicable requirements imposed by Seller Contract or Law to assert and protect their rights in technical data, computer software, and other Intellectual Property owned by the Company (or, or its Subsidiaries that is material to the extent operation of the business of the Company and its Subsidiaries. In the past three years neither the Company nor any of its Subsidiaries have received written notice challenging, and to the Knowledge of the Company there is no basis for challenging, any proprietary markings or rights asserted by the Company or its Subsidiaries in connection with any technical data, computer software, or other Intellectual Property owned by the Company or its Subsidiaries that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) is material to its business in connection with any Government Contract. (i) The Company’s and its Subsidiaries’ cost accounting system and procurement systems with respect to the Government Contracts are in compliance in all material respects with applicable regulations and legal requirements. During the past three years, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority of a final determination that the cost accounting systems of the Company or its Subsidiaries are inadequate for accumulating and billing costs under Government Contracts. (j) No Current Government Contract in violation was awarded based on the status of applicable procurement laws the Company or regulations or in violation ofany of its Subsidiaries as a small business concern (including a small disadvantaged business, a woman-owned small business concern, a service disabled veteran owned small business, or requiring disclosure pursuant toa Small business Administration Section 8(a) program participant), nor has the Foreign CorruptCompany or any of its Subsidiaries represented itself as having such status in connection with any Current Government Contract or any outstanding Government Bid.

Government Contracts. (ai) In addition to the representations and warranties in Section 2.5, with With respect to each and every Government Contract to which the Company is currently a party or bid which, if accepted, would result in a Government Contract (a "has received final payment within three years prior to the date of this Agreement and to each Government Bid"): (i) Seller , the Company and Company have each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable Laws, including without limitation, as applicable, the Truthful Cost or Pricing Data Act, the Federal Acquisition Regulation, and 48 C.F.R. Chapter 99 (Cost Accounting Standards); (ii) Except as set forth on Section 3.13(c)(ii) of the Company Disclosure Letter, as of the date of this Agreement, the Company and its Subsidiaries have not received any written notice of termination, “show cause” or cure notice pertaining to any such Government Contract; provided that this clause shall not apply to any notice received more than three years prior to the date of this Agreement and which notice is related to a Company Government Contract that is no longer ongoing as of the date of this Agreement; (iii) None of the Company nor its officers, directors nor, to the Knowledge of the Company, any of their respective employees, has been or is under indictment, or Company civil, administrative or criminal investigation involving a Government Contract or Government Bid, including all clausesbut not limited to any allegations of defective performance or work product, provisions and requirements incorporated expresslymischarging, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining factual misstatement, failure to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor act or other Person has notified Seller material omission or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation alleged irregularity or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement fraudulent or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to criminal activity involving a Government Contract or Government Bid. There exists no irregularityWithin the past three years, misstatement the Company has not entered into any consent order or omission arising under administrative agreement relating directly or relating indirectly to any Government Contract or Government Bid that has led to any had a Company Material Adverse Effect; (iv) To the Knowledge of the consequences set forth in Clause Company, no reasonable basis exists to give rise to a material claim by a Governmental Authority for fraud (i) as such concept is defined under the state or (ii) federal Laws of the immediately preceding sentence United States) in connection with any Government Contracts or any other damage, penalty assessment, recoupment of payment or disallowance of cost.Government Bids; (cv) With respect to To the Business, there exist (i) no outstanding material claims against Seller or Knowledge of the Company, either no Company employee formerly employed by a Governmental Authority in the U.S. past three years (“Former Government or by Employee”) participated personally and substantially in any prime contractor, subcontractor, vendor or other third party, arising under or relating procurement decisions related to any Government Contract or Government Bid; Bid by such Governmental Authority, and (ii) no material disputes between Seller or the Company and the U.S. all Former Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any Employees are in compliance with all applicable Laws regarding post-employment conflict of interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party restrictions applicable to such Former Government ContractEmployees. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt

Government Contracts. Except as would not be expected to be material to the Company and its Subsidiaries, taken as a whole, or as set forth in Section 3.31 of the Company Disclosure Letter, at all times since January 1, 2016: (a) In addition to the representations and warranties Company has complied in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller and Company have complied all material respects with all material terms and conditions of such and all Laws applicable to each Government Contract or and each Government Bid, including but not limited to all clauses, clauses and provisions and requirements incorporated expressly, by reference or by operation of Law thereinLaw, Title 48 of the Code of Federal Regulations, the rules of the Federal Supply Schedule Program, the False Claims Act, and Titles 10, 18, and 41 of the United States Code; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iiib) all representations and certifications executed(including but not limited to those contained in the System for Award Management), acknowledged disclosures, statements, invoices and claims for payment, reimbursement or set forth adjustment submitted in or pertaining to such connection with each Government Contract or and each Government Bid were current, accurate and complete and correct in all material respects as of their effective datedate and, and Seller and Company to the extent required, have complied been updated in all material respects with all such representations and certificationswriting by the Company; (ivc) neither the U.S. Government Company nor any prime contractorof its Principals (as defined in 48 C.F.R. 2.101) has been suspended, subcontractor debarred, or other Person has notified Seller proposed for debarment by any Governmental Authority, nor have they received any subpoena, search warrant, civil investigative demand, indictment or Companycriminal information, either nor have they made any mandatory or voluntary disclosure or conducted any internal investigation with respect to any actual or alleged material irregularity, misstatement or omission, in writing or, each case with respect to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or any Government Bid; (vd) no termination for conveniencethe Company has not received any written termination, termination for defaultcure, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledgenotice, any of their respective directors, officers, employees, consultants notice alleging noncompliance with material contract terms or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entityapplicable Laws, or any notice of any adverse audit or investigation finding, or any past performance rating below “Satisfactory” in connection with any Government Contract; (e) the Company has not represented that it qualifies as any type of Seller woman-owned, veteran-owned, minority-owned, or Company small business of any type or any other type of business having any type of preferred socioeconomic status with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (iif) during the last three years, neither Seller nor Company has conducted or initiated neither asserted, nor had asserted against it, any internal investigation or made a voluntary disclosure to the U.S. Governmentclaim, with respect to any alleged irregularityrequest for equitable adjustment, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularitydispute, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damagewithholding, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Companysetoff, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) cost disallowance in connection with any Government Contract; and (g) the Company has not possessed any type of national security clearance or performed any Government Contract in violation on a cost-reimbursement basis. There are no organizational conflict of applicable procurement laws interest mitigation plans or regulations restrictions or in violation of, any other terms or requiring disclosure pursuant to, conditions that would prohibit the Foreign CorruptCompany from competing for or performing any Government Contract.

Government Contracts. Except as set forth on Schedule 6.01-CC: -------------------- ----------------- (ai) In addition None of the Company, or any of its Subsidiaries or any of their respective Affiliates is party to any Contractual Obligation or subject to any Requirement of Law as a result of any conflict of interest by, between or among the representations Company, such Subsidiaries or such Affiliates or otherwise that would result in the termination of any Material Government Contract or that would impose any material limitation on the Company's or such Subsidiary's ability to perform such contract or to continue its business as presently conducted and warranties proposed to be conducted. (ii) No payment has been made by the Company or any of its Subsidiaries, or by any Person authorized to act on their behalf, to any Person in Section 2.5connection with any Government Contract of the Company or any such Subsidiary, with in violation of applicable United States or foreign procurement laws or regulations, United States criminal or civil laws relating to bribes or gratuities, or in violation of the Foreign Corrupt Practices Act or other Requirements of Law. (iii) With respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): in the case of clause (iA) Seller below) and Company have complied with all material terms and conditions of such each Material Government Contract (in the case of clauses ---------- ------- (B) and (C) below) to which the Company or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation any of Law therein; its Subsidiaries is a party: --- --- (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iiiA) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date, and Seller the Company and Company each such Subsidiary have complied in all material respects with all such representations and certifications; (ivB) neither the U.S. United States Government nor any prime contractor, subcontractor or other Person has notified Seller the Company or Companyany such Subsidiary, either orally or in writing or, to their knowledge, orallywriting, that Seller the Company or Company such Subsidiary has breached or violated any material Requirement of Law, certificationor any material certificate, representation, clause, provision or requirement pertaining to such Government Contract or Government BidContract; and (vC) no termination for convenience, termination for default, default has occurred within the last five (5) years and no cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoContract. (biv) With respect to (A) None of the Business: (i) neither Seller nor Company or, to their knowledge, or any of its Subsidiaries or any of their respective directors, officers, employees, consultants officers or agents employees is (or during the last three five (5) years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government BidContract; and (iiB) during the last three five (5) years, neither Seller nor none of the Company or any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. United States Government, with respect to any alleged material irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularityContract, misstatement or omission arising under or relating except (with respect to any Government Contract or Government Bid that has led such matters occurring after the Merger Funding Date) as disclosed to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costLenders. (cv) With respect to the Business, there There exist (iA) no outstanding material claims against Seller the Company or Companyany of its Subsidiaries in excess of $10,000,000, either by the U.S. United States Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Material Government Contract or Government BidContract; and (iiB) no material disputes between Seller the Company or Company any of its Subsidiaries and the U.S. United States Government under the Contract Disputes Act or any other Federal statute or between Seller the Company or Company any of its Subsidiaries and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract or Government Bid. Neither Seller nor Company has any interest that could reasonably be expected to result in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contractliability in excess of $10,000,000. (dvi) The Business None of the Company or any of its Subsidiaries or any of their respective directors, officers or employees is (or during the last five (5) years has not been been) suspended or debarred or suspended from participation in the award of contracts doing business with the United States Department Government or is (or during such period was) the subject of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the a finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any for United States Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptcontracting.

Government Contracts. (a) In addition to the representations and warranties Except as set forth in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): 2.23(a) of the Disclosure Schedule: (i) Seller each of the Company and Company have its Subsidiary has fully complied with all material terms and conditions of such each Government Contract or and Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinBid to which it is a party as required; (ii) Seller each of the Company and Company have the Subsidiary has complied with all material requirements of all material Laws or agreements any Applicable Law pertaining to such Government Contract or for Government Bid; (iii) all representations and certifications executed, acknowledged made by the Company or set forth in or pertaining the Subsidiary with respect to such Government Contract or Government Bid were complete were, to Parent's and correct Seller's knowledge, accurate in all every material respects respect as of their effective datedate and the Company or the applicable Subsidiary, as the case may be, has, to Parent's and Seller and Company have Seller's knowledge, fully complied in all material respects with all such representations and certificationscertifications in all material respects; and (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for or default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; issued and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoremains unresolved. (b) With respect to Except as set forth in Section 2.23(b) of the BusinessDisclosure Schedule: (i) neither Seller nor Company or, to their Parent's and Seller's knowledge, any none of their respective directors, officers, the Company's and the Subsidiary's employees, consultants or agents is (or during the last three five years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityEntity with respect to the conduct of the business of the Company or the Subsidiary, as the case may be; (ii) to Parent's and Seller's knowledge, there is no pending audit or investigation of the Company or the Subsidiary or any of their respective officers, employees or representatives nor within the last five years has there been any audit or investigation of Seller the Company or Company the Subsidiary or any of their respective officers, employees or representatives resulting in a material adverse finding with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (iiiii) during the last three five years, neither Seller nor the Company has conducted or initiated and the Subsidiary have not made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any non-U.S. government with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularityExcept as set forth in Section 2.23(b) of the Disclosure Schedule, misstatement the Company and the Subsidiary have not had any such irregularities, misstatements or omission omissions arising under or relating to any such Government Contract or Government Bid that has led to any of the consequences set forth in Clause clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to Except as set forth in Section 2.23(c) of the BusinessDisclosure Schedule, there exist are (i) no outstanding material written claims against Seller the Company or Companythe Subsidiary, either by the U.S. Government or any non-U.S. Government or by any prime contractor, subcontractor, vendor or other third party, party arising under or relating to any Government Contract or Government Bid; Bid referred to in Section 2.23(a) of the Disclosure Schedule, and (ii) no material written disputes between Seller the Company or Company the Subsidiary, on the one hand, and the U.S. Government or any non-U.S. Government, on the other hand, under the Contract Disputes Act or any other Federal statute or between Seller the Company or Company the Subsidiary, on the one hand, and any prime contractor, subcontractor or vendor vendor, on the other hand, arising under or relating to any such Government Contract or Government Bid. Neither Seller . (d) Except as set forth in Section 2.23(d) of the Disclosure Schedule, none of the Company and the Subsidiary, nor Company to Parent's and Seller's knowledge, any of their respective employees, consultants or agents is (or during the last five years has any interest in any pending been) suspended or potential claim against debarred from doing business with the U.S. Government or any prime contractornon-U.S. government or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for U.S. Government or non-U.S. government contracting. Except as set forth in Section 2.23(d) of the Disclosure Schedule, subcontractor to Parent's and Seller's knowledge, each of the Company and the Subsidiary conducted its operations in all material respects in compliance with all requirements of all laws pertaining to all Government Contracts and Government Bids. (e) Section 2.23(e) of the Disclosure Schedule lists all Government Bids submitted by the Company or vendor arising under the Subsidiary and outstanding as of the date of this Agreement. Except as set forth in Section 2.23(e) of the Disclosure Schedule, no outstanding Government Bid (or relating series of related Government Bids) was bid knowing that when accepted it would result in a loss. (f) Except as set forth on Section 2.23(f) of the Disclosure Schedule, the rates and rate schedules submitted to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party with respect to such Government ContractContracts included in the Business have been closed for all years prior to 1996. (dg) The Business has not been debarred or suspended from participation Company and the Subsidiary are each in compliance in all material respects with all national security obligations, including, without limitation, those specified in the award of contracts with the United States Department of Defense or any other Governmental Entity National Industrial Security Program Operating Manual, DOD 5220.22-M (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirementsJanuary 1995). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt.

Government Contracts. Except as set forth on Schedule 5.24: (a) In addition to the representations and warranties in Section 2.5, with With respect to each and every Government Contract or bid which, if accepted, would result in Government Bid to which any Loan Party is a Government Contract (a "Government Bid"): party: (i) Seller and Company have such Loan Party has complied with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions provisions, regulations, flow-downs, and requirements incorporated expressly, by reference or by operation of Law law therein; (ii) Seller and Company , except where the failure to so comply could not reasonably be expected to have complied a Material Adverse Effect or constitute or, with all requirements the passage of all time, result in a material Laws or agreements pertaining to breach of such Government Contract or Government Bid; ; (iiiii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were were, to the knowledge of the Loan Parties, complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; ; (iviii) neither the U.S. Government no Governmental Authority nor any prime contractor, subcontractor or other Person has notified Seller or Company, either any Loan Party in writing or, to their knowledge, orally(which notification is currently in effect), that Seller such Loan Party has (I) breached any terms or Company has provisions of, or defaulted on, such Government Contract or Government Bid or (II) breached or violated any Lawlaw, regulation, certification, representation, clause, provision flow-down or requirement pertaining to such Government Contract or Government Bid; ; (viv) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract, and such Government Contract was not terminated for default or Government Bid; convenience; (viv) no material cost incurred by Seller or Company any Loan Party pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; any Governmental Authority, and (vii) no money material amount due to Seller or Company any Loan Party pertaining to such Government Contract or Government Bid has been withheld or set set-off nor has any claim been made to withhold or set set-off money and Seller or Company is entitled to all progress payments received with respect theretomoney. (b) With respect to Government Contracts and Government Bids and with respect to any other contracts between a Loan Party and any Governmental Authority or subcontracts (at any tier) in connection with a contract between another Person and a Governmental Authority for which the Business: Loan Party has performed or is performing work, or any other offers or proposals by a Loan Party to sell goods to or perform services for any Governmental Authority: (i) neither Seller no Loan Party, nor Company or, to their any Loan Party's knowledge, any of their respective directors, officers, employees, consultants the Loan Party's employees (while so employed) is or agents is (or during the last three years has been) been under administrative, civil or criminal investigation known to Seller or Companyaudit (other than routine inquiries, indictment or information audits and reconciliations) by any Governmental EntityAuthority, or is the subject of any internal audit or investigation of Seller or Company by such Loan Party, with respect to any alleged material irregularity, misstatement or omission arising under or relating to any Government Contract contract or Government Bid; and bid; (ii) during the last three years, neither Seller nor Company no Loan Party has conducted or initiated any material internal investigation or made a voluntary disclosure to the U.S. Government, any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract contract or Government Bid. There exists bid and no irregularity, misstatement or omission arising under or Loan Party is currently subject to any administrative agreement relating to any Government Contract a contract or Government Bid that has led bid; (iii) no Loan Party nor, to any Loan Party's knowledge, any of such Loan Party's employees (while so employed) has been suspended or debarred from doing business with any Governmental Authority, to such Loan Party's knowledge has been proposed for suspension or debarment from doing business with any Governmental Authority, or has been the subject of a finding of non-responsibility with respect to any bid or proposal made to any Governmental Authority; and, to the knowledge of the consequences set forth in Clause (i) Loan Parties, there exist no facts or (ii) circumstances that would warrant the institution of suspension or debarment proceedings or the immediately preceding sentence finding of non-responsibility on the part of any Loan Party or any other damageof such Loan Party's employees; (iv) no Loan Party, penalty assessmentnor to such Loan Party's knowledge, recoupment any of payment such Loan Party's employees (while so employed) has received notice of a breach, default or disallowance condition, which with the passage of costtime would constitute a breach or default, of any contract with a Governmental Authority or subcontract (at any tier) in connection with a contract between another entity and a Governmental Authority; (v) no Loan Party has had a contract with a Governmental Authority or subcontract (at any tier) in connection with a contract between another entity and a Governmental Authority cancelled or terminated, for cause; (vi) no Loan Party has been denied pre-qualification for a contract with a Governmental Authority or subcontract (at any tier) in connection with a contract between another entity and a Governmental Authority; and (vii) no Loan Party, nor to such Loan Party's knowledge, any of such Loan Party's employees (while so employed) has been named as a defendant in any proceeding brought under the False Claims Act. (c) With respect to To the Businessknowledge of the Loan Parties, there exist exist: (i) no outstanding material claims against Seller or Company, any Loan Party either by the U.S. Government any Governmental Authority or by any prime contractor, subcontractor, vendor or other third partyPerson, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company any Loan Party and the U.S. Government any Governmental Authority under the Contract Disputes Act Act, or other similar state or federal law, between any other Federal statute or between Seller or Company Loan Party and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business No Loan Party has not been debarred assigned or suspended from participation in the award of contracts with the United States Department of Defense otherwise conveyed or transferred, or agreed to assign, to any Person, any Government Contract, or any other Governmental Entity account receivable relating thereto, except (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Companyi) in connection with any a Working Capital Facility or Alternate Senior Credit Facility and (ii) as to escrow arrangements made by a Loan Party in the ordinary course of business with a vendor of computer hardware and equipment to provide for the allocations of payments under a Government Contract to amounts owing with respect to computer such hardware and equipment. No Loan Party, nor to such Loan Party's knowledge, any director, officer, agent, employee (whether full time or contract) or other Person acting on behalf of any Loan Party has, in violation the course of applicable procurement laws its actions for, or regulations or in violation on behalf of, such Loan Party: (i) used or requiring disclosure pursuant toauthorized the use of any corporate funds for any unlawful contribution, the Foreign Corruptpayment, gift, or other unlawful benefit relating to commercial or political activity; (ii) offered, made or authorized any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee (whether full time or contract); (iii) offered, made or authorized any unlawful bribe, rebate, payoff, influence payment, inducement, kickback or other unlawful payment to any foreign or domestic government official or employee (whether full time or contract); or (iv) procured a contract or subcontract (at any tier) through fraud or collusion.

Government Contracts. 13.1 In the four (4) years immediately prior to the date of this Agreement, the Group Companies have (a) In addition to the representations and warranties complied, in Section 2.5all material respects, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller and Company have complied with all material the terms and conditions of such each Government Contract or Government BidContract, including all clauses, provisions such terms and requirements conditions that are incorporated expressly, therein by reference or by operation of Law thereinany applicable Law; (iib) Seller not breached or been in default under any Government Contract in any material respect; (c) not been notified of any material claim or material dispute relating to any Government Contract; (d) not received any written notice of any audits or investigations by any Authority and Company have complied not been audited or investigated by any Authority with all requirements of all material Laws or agreements pertaining respect to such any Government Contract or Government Bid; (iiie) all representations and certifications executednot made or been required to make any disclosure with respect to any wrongdoing, acknowledged irregularity, misstatement or set forth in omission, significant overpayment, or pertaining to such Government Contract actual, alleged or Government Bid were complete and correct in all material respects as potential violation of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Law involving a Government Contract or Government Bid; (vf) no termination for conveniencenot conducted or initiated any internal investigation with respect to any alleged wrongdoing, termination for defaultirregularity, cure notice misstatement or show cause notice is currently in effect pertaining to such omission, significant overpayment, or actual, alleged or potential violation of Law involving a Government Contract or Government Bid; (vig) no material not received any written notice of breach, cure, show cause or default from any Governmental Entity or other Person with respect to any Government Contract; (h) not incurred, and do not currently project to incur, losses or cost incurred by Seller or Company pertaining to such overruns in an amount exceeding USD 200,000 under a Government Contract or Government Bid has been formally questioned Bid; (i) not had any Government Contract terminated prior to the expiration of the contract term; (j) not performed any Government Contract subject to cost reimbursement requirements as defined by 48 C.F.R. Subpart 16.3 or challenged, is the otherwise subject of any investigation to accounting requirements contained in 48 C.F.R. Parts 30 or has been disallowed by the U.S. Government31; and (viik) no money due not held or been required to Seller hold a facility security clearance as defined in the National Industrial Security Program Operating Manual or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretosimilar security clearance issued by any Authority. 13.2 In the four (b4) With respect years immediately prior to the Business: (i) date of this Agreement, neither Seller the Group Companies nor Company or, to their knowledge, any of their respective directors, officers, employeesprincipals, consultants nor, so far as the Sellers are aware, any current employee is or agents is has been suspended or debarred, proposed for debarment or suspension, declared ineligible or determined non-responsible from holding, performing or bidding on any Government Contract, and no such proceeding regarding suspension, debarment, ineligibility or non-responsibility has been commenced or threatened. 13.3 For the past six (6) years, each representation and certification made by the Group Companies regarding small business status or during any other preferential status programs (including small, small disadvantaged, protégé, 8(a) Program, HubZone, woman-owned, veteran-owned or service disabled veteran-owned, Tribal or Native-owned, minority-owned, or other size-based or socioeconomic status) was current, accurate, and complete as of the date given. No Government Contract in the past six (6) years was dependent on any representation regarding size status or other preferential status of any of the Group Companies. 13.4 In the last three years has been(3) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor none of the products of the Group Company were specifically developed for military purposes and so far as the Sellers are aware, none of the Group’s customers are using the Group’s products for military purposes. No Group Company is an operator of critical infrastructure in Germany. No Group Company is subject to the Swedish Protective Security Act and so far as the Sellers are aware no Group Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, contract with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid company that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costa Protective Security Agreement. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt

Government Contracts. (a) In addition A true and correct list of each Government Contract and Government Bid to which the Company or any of its Subsidiaries is a party is set forth in Schedule 3.26(a). Prior to the representations Closing Date, the Company shall amend Schedule 3.26(a) to include a true and warranties in Section 2.5, with respect to correct list of each and every Government Contract and Government Bid which is entered into by the Company or bid whichany of its Subsidiaries between the date of this Agreement and the Closing Date. (b) Except as set forth in Schedule 3.26(b), if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller the Company and Company have each of its Subsidiaries has fully complied with all material terms and conditions of each Government Contract and Government Bid to which it is a party, (ii) the Company and each of its Subsidiaries has complied with all requirements of any Law pertaining to any such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining made by the Company and each of its Subsidiaries with respect to any such Government Contract or Government Bid were accurate, current and complete and correct in all every material respects respect as of their effective date, and Seller the Company and Company have each of its Subsidiaries has fully complied in all material respects with all such representations and certifications; certifications in all material respects, (iv) neither the U.S. Government Company nor any prime contractorof its Subsidiaries is in violation of, subcontractor or is currently alleged to be in violation of, the False Statements Act, as amended, the False Claims Act, as amended, or any other Person has notified Seller federal requirement relating to the communication of false statements or Companysubmission of false claims to the Government, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; and (v) no termination for convenience, termination for defaultor default notice, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned issued to the Company or challengedany of its Subsidiaries and remains unresolved, is and the subject Company has no Knowledge of any investigation plan or has been disallowed by the U.S. Government; and (vii) no money due proposal of any Governmental Authority or Person to Seller or Company pertaining to issue any such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretonotice. (bc) With respect to the Business: Except as set forth in Schedule 3.26(c), (i) neither Seller nor none of the directors or officers of the Company or its Subsidiaries or, to their knowledge, any the Knowledge of their respective directors, officersthe Company, employees, consultants or agents is (of the Company or its Subsidiaries is, or during the last three five (5) years has been) , under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of the Company or its Subsidiaries, or any (ii) there is no pending, nor during the past five (5) years has there been any, audit or investigation of Seller the directors or officers of the Company or its Subsidiaries or, to the Knowledge of the Company, employees, consultants or agents of the Company or its Subsidiaries resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; , and (iiiii) during the last three five years, neither Seller the Company nor Company any of its Subsidiaries has conducted or initiated made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any other Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Governmental Contract or Government Bid that has led to any of the consequences set forth in Clause clause (i) or (ii) of the immediately preceding sentence above or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (cd) With respect to the BusinessExcept as set forth in Schedule 3.26(d), there exist are (i) no outstanding material written claims against Seller or the Company, either by any Governmental Authority, the U.S. Government or by any prime contractor, subcontractor, vendor or other third partyPerson, arising under or relating to any Government Contract or Government Bid; , and (ii) to the Company’s Knowledge, no material outstanding disputes (A) between Seller the Company or Company any of its Subsidiaries, on the one hand, and the U.S. Government or any Governmental Authority, on the other hand, under the Contract Disputes Act or any other Federal federal statute or (B) between Seller the Company or Company any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor subcontractor, vendor or vendor other Person, on the other hand, arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (de) The Business has not been debarred or suspended from participation Except as set forth in Schedule 3.26(e), the award of contracts with rates and rate schedules submitted to the United States Department of Defense or Government and any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To Authority by the knowledge of Seller and Company, there exist no facts Company or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (its Subsidiaries with respect to the BusinessGovernment Contracts have been audited and closed out for all years prior to 1997. (f) Except as set forth in Schedule 3.26(f), Company or all Government Contracts that are required to be subject to competitive bidding procedures have been awarded, and all Government Bids have been submitted, under a full and open competitive procurement process without preferential treatment of any director or officer of Seller or Company in respect kind. None of the Business. With respect Government Contracts listed on Schedule 3.26(f) are subject to the evaluation of any Government Bid made by Seller or Company, or termination by a prime contractor Governmental Authority as a result of Seller or Company, during the past three years, there has been no adverse finding made consummation of the transactions contemplated by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to this Agreement and the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptother Transaction Documents.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5Except as set forth on Schedule 3(l)(iv), with respect to each and every Government Contract or and each U.S. Government contract bid whichthat, if accepted, would result in a U.S. Government Contract contract to which the Companies are a party (a "“Government Bid"): ” identified in Schedule 3(l)(iv)), (ia) Seller and Company the Companies have complied with in all material respects with the terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (iib) Seller and Company the Companies have complied with all requirements of all material Laws applicable laws, FAR, or agreements pertaining to such Government Contract or Government Bid; (iiic) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects accordance with their terms as of their effective date, date and Seller and Company the Companies have complied in all material respects with all such representations and certifications; (ivd) neither the U.S. Government a Governmental Entity nor any prime higher-tiered contractor, subcontractor subcontractor, or other Person has notified Seller or Company, either the Companies in writing or, to their knowledge, orally, that Seller or Company has the Companies have breached or violated any Law, certification, representation, clause, provision Law or requirement term and condition pertaining to such a Government Contract or Government Bid; (ve) no termination for convenience, termination for default, cure notice notice, or show cause notice is currently in effect pertaining to such a Government Contract; (g) except for retainage in the ordinary course of business, no money due to the Companies pertaining to a Government Contract has been withheld or Government Bidset off; (vih) no material cost incurred outstanding disputes or claims exist against the Companies, either by Seller a Governmental Entity, a higher tiered contractor, subcontractor, or Company pertaining other third party, arising under or relating to such any Government Contract or Government Bid has been formally questioned or challenged, is to which the subject of any investigation or has been disallowed by the U.S. Government; Companies are a party and (viih) no money due to Seller or Company pertaining to such each Government Contract is valid and currently in effect. The Companies and Shareholders have not received any notice that the Companies or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officersAffiliates, employees, consultants consultants, or agents is (or during has been at any point in the last three (3) years has beenwhile such Person was an Affiliate, employee, consultant, or agent of the Companies) under administrative, civil civil, or criminal investigation known to Seller or Companyinvestigation, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Governmental Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costwhich Companies are a party. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt

Government Contracts. Except as set forth on Schedule 6.01-CC: -------------------- ----------------- (ai) In addition None of the Company, or any of its Subsidiaries or any of their respective Affiliates is party to any Contractual Obligation or subject to any Requirement of Law as a result of any conflict of interest by, between or among the representations Company, such Subsidiaries or such Affiliates or otherwise that would result in the termination of any Material Government Contract or that would impose any material limitation on the Company's or such Subsidiary's ability to perform such contract or to continue its business as presently conducted and warranties proposed to be conducted. (ii) No payment has been made by the Company or any of its Subsidiaries, or by any Person authorized to act on their behalf, to any Person in Section 2.5connection with any Government Contract of the Company or any such Subsidiary, with in violation of applicable United States or foreign procurement laws or regulations, United States criminal or civil laws relating to bribes or gratuities, or in violation of the Foreign Corrupt Practices Act or other Requirements of Law. (iii) With respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): in the case of clause (iA) Seller below) and Company have complied with all material terms and conditions of such each Material Government Contract (in the case of clauses ---------- ------- (B) and (C) below) to which the Company or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation any of Law therein; its Subsidiaries is a party: --- --- (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iiiA) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date, and Seller the Company and Company each such Subsidiary have complied in all material respects with all such representations and certifications; (ivB) neither the U.S. United States Government nor any prime contractor, subcontractor or other Person has notified Seller the Company or Companyany such Subsidiary, either orally or in writing or, to their knowledge, orallywriting, that Seller the Company or Company such Subsidiary has breached or violated any material Requirement of Law, certificationor any material certificate, representation, clause, provision or requirement pertaining to such Government Contract or Government BidContract; and (vC) no termination for convenience, termination for default, default has occurred within the last five (5) years and no cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoContract. (biv) With respect to (A) None of the Business: (i) neither Seller nor Company or, to their knowledge, or any of its Subsidiaries or any of their respective directors, officers, employees, consultants officers or agents employees is (or during the last three five (5) years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government BidContract; and (iiB) during the last three five (5) years, neither Seller nor none of the Company or any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. United States Government, with respect to any alleged material irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularityContract, misstatement or omission arising under or relating except (with respect to any Government Contract or Government Bid that has led such matters occurring after the Tender Offer Funding Date) as disclosed to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costLenders. (cv) With respect to the Business, there There exist (iA) no outstanding material claims against Seller the Company or Companyany of its Subsidiaries in excess of $10,000,000, either by the U.S. United States Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Material Government Contract or Government BidContract; and (iiB) no material disputes between Seller the Company or Company any of its Subsidiaries and the U.S. United States Government under the Contract Disputes Act or any other Federal statute or between Seller the Company or Company any of its Subsidiaries and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract or Government Bid. Neither Seller nor Company has any interest that could reasonably be expected to result in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contractliability in excess of $10,000,000. (dvi) The Business None of the Company or any of its Subsidiaries or any of their respective directors, officers or employees is (or during the last five (5) years has not been been) suspended or debarred or suspended from participation in the award of contracts doing business with the United States Department Government or is (or during such period was) the subject of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the a finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any for United States Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptcontracting.

Government Contracts. (a) In addition to the representations and warranties Except as set forth in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): 3.18(a) of the Company ------------------------------ Disclosure Schedule: (i) Seller each of the Company and Company have the Subsidiaries has ------------------- complied in all respects at all times during the last three years with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws any statute, Law, rule or agreements regulation pertaining to such any Government Contract or Government Bid; (iiiii) all representations and certifications executed, acknowledged or set forth in or pertaining made by each of the Company and any Subsidiary with respect to such Government Contract or Government Bid during the last three years were complete and correct accurate in all material respects every respect as of their effective date, and Seller each of the Company and Company have the Subsidiaries has fully complied in all material respects with all such representations and certificationscertifications in all respects; and (iviii) neither as of the U.S. Government nor any prime contractordate hereof, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for or default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; issued and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoremains unresolved. (b) With respect to Except as set forth in Section 3.18(b) of the BusinessCompany ------------------------------ Disclosure Schedule: (i) neither Seller nor Company orthe Company, to their knowledge, its Subsidiaries or any of ------------------- their respective directors, officers, employees, consultants current or agents former employees is (or during the last three years has been) under any administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of each of the Company and the Subsidiaries; (ii) to the knowledge of the Company, there is no pending U.S. governmental investigation of the Company or any Subsidiary, or any audit of their respective officers, employees or representatives, nor within the last three years has there been any U.S. governmental investigation of Seller the Company or any Subsidiary, or any of their respective officers, employees or representatives resulting in any material adverse finding with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid (other than routine Defense Contract Audit Agency audits); and (iii) during the last three years neither the Company nor any Subsidiary has made any voluntary disclosure in writing to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and . (iic) during Except as set forth in Section 3.18(c) of the last three yearsCompany ------------------------------ Disclosure Schedule, neither Seller nor Company has conducted as of the date of this Agreement, there are no ------------------- outstanding written (or initiated any internal investigation or made a voluntary disclosure to the U.S. GovernmentCompany's knowledge, with respect to unwritten) claims, allegations, or dispute proceedings that have been asserted against (i) the Company or any alleged irregularityof its Subsidiaries, misstatement by any Governmental Authority or omission arising under any prime contractor, subcontractor or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or vendor relating to any Government Contract or Government Bid that has led to which the Company or any of the consequences set forth in Clause (i) its Subsidiaries is a party or (ii) of by the immediately preceding sentence Company or any other damageof its Subsidiaries against any Governmental Authority, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, or subcontractor or vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Bid to which the Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that of its Subsidiaries is a party to such Government Contractparty. (d) The Business has not been debarred or suspended from participation Except as set forth in Section 3.18(d) of the award Company ------------------------------ Disclosure Schedule, the rates and rate schedules submitted to the ------------------- government of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller America, its agencies and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (instrumentalities with respect to Government Contracts of the Business), Company or any director or officer of Seller or Company in respect Subsidiary have been closed for all years prior to 2002. (e) Each of the Business. With respect to Company and the evaluation Subsidiaries is in compliance in all material respects with all national security obligations, including, without limitation, those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (January 1995). (f) Each of any Government Bid made by Seller or Companythe Company and the Subsidiaries is in compliance in all respects with the Small Business Act of 1958, or by a prime contractor of Seller or Companyas amended, during and the past three yearsregulations promulgated thereunder (collectively, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (orthe "Small ----- Business Act"), to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any the Government Contract in violation Contracts and Government ------------ Bids awarded or granted pursuant to a small business set aside or 8(a) program. Each of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant tothe Company and the Subsidiaries has an adequate system of controls and procedures to ensure compliance with the Small Business Act. (g) For purposes of this Section 3.18, the Foreign Corruptfollowing terms shall have the meanings set forth below:

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller A true and correct list of each material Government Contract which is in effect as of the date of this Agreement and Government Bid is set forth in Schedule 3.1(ii)(i). (ii) Except as set forth in Schedule 3.1(ii)(ii), (A) the Company have and each Subsidiary has fully complied with all material the terms and conditions of such each Government Contract or and Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinBid to which it is a party; (iiB) Seller the Company and Company have each Subsidiary has complied with all requirements of all material Laws or agreements any law pertaining to such Government Contract or Government Bid; (iiiC) all representations and certifications executed, acknowledged or set forth in or pertaining made by the Company and each Subsidiary with respect to such Government Contract or Government Bid were accurate, current and complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (ivD) neither the U.S. Government Company nor any prime contractorSubsidiary is in violation, subcontractor or currently alleged to be in violation, in any material respect of the False Statements Act, as amended, the False Claims Act, as amended, or any other Person has notified Seller federal requirement relating to the communication of false statements or Company, either in writing or, submission of false claims to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bida Governmental Authority; and (vE) no termination for convenience, termination for defaultor default notice, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned issued to the Company or challengedany Subsidiary and remains unresolved, is and the subject Company has no knowledge of any investigation plan or has been disallowed by the U.S. Government; and (vii) no money due proposal of any entity to Seller or Company pertaining to issue any such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretonotice. (biii) With respect Except as set forth in Schedule 3.1(ii)(iii), (A) to the Business: (i) neither Seller nor Company or, to their Company’s knowledge, any none of their respective directors, officers, the Company’s or a Subsidiary’s employees, consultants or agents is (or during the last three five years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of the Company or a Subsidiary; (B) to the Company’s knowledge, there is no pending audit or investigation of the Company or any of its officers, employees or representatives or a Subsidiary or any of its officers, employees or representatives nor within the last five years has there been any audit or investigation of Seller the Company or Company any of its officers, employees or representatives or a Subsidiary or any of its officers, employees or representatives resulting in an adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (iiC) during the last three five years, neither Seller the Company nor Company any Subsidiary has conducted or initiated made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any other Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Governmental Contract or Government Bid that has led to any of the consequences set forth in Clause clause (iA) or (iiB) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (civ) With respect to the BusinessExcept as set forth in Schedule 3.1(ii)(iv), there exist are (iA) no outstanding material written claims against Seller or the Company, either by the U.S. Government any Governmental Authority or by any prime contractor, subcontractor, vendor or other third partyparty arising under or relating to any Government Contract or Government Bid, and (B) to the Company’s knowledge, no outstanding disputes (i) between the Company or a Subsidiary, on the one hand, and the Government or any Governmental Authority, on the other hand, under the Contract Disputes Act or any other Federal statute, or (ii) between the Company or a Subsidiary, on the one hand, and any prime contractor, subcontractor or vendor, on the other hand, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (dv) The Business has not been debarred or suspended from participation in rates and rate schedules submitted to the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (Government with respect to the Business), Company or any director or officer of Seller or Company in respect Government Contracts have been audited and closed out for all years prior to 2003. (vi) None of the Business. With respect Government Contracts are subject to the evaluation of any Government Bid made by Seller or Company, or termination by a prime contractor Governmental Authority as a result of Seller or Company, during the past three years, there has been no adverse finding made consummation of the transactions contemplated by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptTransaction Documents.

Government Contracts. (a) In addition to the representations and warranties Except as set forth in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): 3.18(a) of the Company Disclosure Schedule: (i) Seller each of the Company and Company have the Subsidiaries has complied in all respects at all times during the last three years with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws any statute, Law, rule or agreements regulation pertaining to such any Government Contract or Government Bid; (iiiii) all representations and certifications executed, acknowledged or set forth in or pertaining made by each of the Company and any Subsidiary with respect to such Government Contract or Government Bid during the last three years were complete and correct accurate in all material respects every respect as of their effective date, and Seller each of the Company and Company have the Subsidiaries has fully complied in all material respects with all such representations and certificationscertifications in all respects; and (iviii) neither as of the U.S. Government nor any prime contractordate hereof, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for or default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; issued and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoremains unresolved. (b) With respect to Except as set forth in Section 3.18(b) of the BusinessCompany Disclosure Schedule: (i) neither Seller nor Company orthe Company, to their knowledge, its Subsidiaries or any of their respective directors, officers, employees, consultants current or agents former employees is (or during the last three years has been) under any administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of each of the Company and the Subsidiaries; (ii) to the knowledge of the Company, there is no pending U.S. governmental investigation of the Company or any Subsidiary, or any audit of their respective officers, employees or representatives, nor within the last three years has there been any U.S. governmental investigation of Seller the Company or any Subsidiary, or any of their respective officers, employees or representatives resulting in any material adverse finding with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid (other than routine Defense Contract Audit Agency audits); and (iii) during the last three years neither the Company nor any Subsidiary has made any voluntary disclosure in writing to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and . (iic) during Except as set forth in Section 3.18(c) of the last three yearsCompany Disclosure Schedule, neither Seller nor Company has conducted as of the date of this Agreement, there are no outstanding written (or initiated any internal investigation or made a voluntary disclosure to the U.S. GovernmentCompany's knowledge, with respect to unwritten) claims, allegations, or dispute proceedings that have been asserted against (i) the Company or any alleged irregularityof its Subsidiaries, misstatement by any Governmental Authority or omission arising under any prime contractor, subcontractor or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or vendor relating to any Government Contract or Government Bid that has led to which the Company or any of the consequences set forth in Clause (i) its Subsidiaries is a party or (ii) of by the immediately preceding sentence Company or any other damageof its Subsidiaries against any Governmental Authority, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, or subcontractor or vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Bid to which the Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that of its Subsidiaries is a party to such Government Contractparty. (d) The Business has not been debarred or suspended from participation Except as set forth in Section 3.18(d) of the award Company Disclosure Schedule, the rates and rate schedules submitted to the government of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller America, its agencies and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (instrumentalities with respect to Government Contracts of the Business), Company or any director or officer of Seller or Company in respect Subsidiary have been closed for all years prior to 2002. (e) Each of the Business. With respect to Company and the evaluation Subsidiaries is in compliance in all material respects with all national security obligations, including, without limitation, those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (January 1995). (f) Each of any Government Bid made by Seller or Companythe Company and the Subsidiaries is in compliance in all respects with the Small Business Act of 1958, or by a prime contractor of Seller or Companyas amended, during and the past three yearsregulations promulgated thereunder (collectively, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (orthe "Small Business Act"), to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any the Government Contract in violation Contracts and Government Bids awarded or granted pursuant to a small business set aside or 8(a) program. Each of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant tothe Company and the Subsidiaries has an adequate system of controls and procedures to ensure compliance with the Small Business Act. (g) For purposes of this Section 3.18, the Foreign Corruptfollowing terms shall have the meanings set forth below:

Government Contracts. Section 3.24.1 During the past three (a3) In addition to the representations and warranties in Section 2.5years, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller the Company and Company have complied with the Subsidiary has complied, in all material respects, with the terms and conditions of such each Government Contract and Government Bid, (ii) the Company and the Subsidiary has complied in all material respects with the requirements of any Law pertaining to any Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation (iii) neither the Company nor the Subsidiary has received any written communication alleging any material violation of any applicable Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such any Government Contract or Government Bid; , (iiiiv) all material representations and certifications executed, acknowledged made by the Company or set forth in or pertaining the Subsidiary with respect to such any Government Contract or Government Bid were complete and correct accurate in all every material respects respect as of their effective date, date and Seller the Company and Company have the Subsidiary has fully complied in all material respects with all such representations and certifications; certifications in all material respects, (ivv) neither the U.S. Government Company nor the Subsidiary has received any written notice from any Governmental Entity, any prime contractor, subcontractor contractor or other Person has notified Seller third party of any actual or Company, either in writing or, to their knowledge, orally, that Seller alleged material violation of any applicable Law or Company has breached or violated the terms of any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; Bid or any related representation or certification by the Company or the Subsidiary or any of their respective officers, directors, employees, agents or representatives, (vvi) no Government has been terminated for convenience and no notice of termination for convenience, convenience by a Governmental Entity has been issued with respect to any such Government Contract and (vii) no Government Contract has been terminated for default and no notice of termination for default, cure notice or show cause notice is currently in effect pertaining has been issued with respect to any such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoContract. (b) With respect to Section 3.24.2 To the Business: knowledge of the Company (i) neither Seller the Company nor Company or, to their knowledge, the Subsidiary nor any of their respective the Company’s or any of the Subsidiary’s directors, officers, employees, consultants or agents is (or during the last three (3) years has been) ), under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityEntity with respect to the conduct of the business of the Company and the Subsidiary and (ii) there is no pending audit or investigation by a Governmental Entity of the Company, the Subsidiary or any of their officers, employees or representatives, nor within the last three (3) years has there been any audit or investigation by a Governmental Entity of Seller the Company, the Subsidiary or Company with respect to any alleged irregularityof their officers, misstatement employees or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made representatives resulting in a voluntary disclosure to the U.S. Governmentmaterial adverse finding, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any in violation of applicable Law in connection with the business of the consequences set forth in Clause (i) Company or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third partySubsidiary, arising under or relating to any Government Contract or Government Bid; and , other than DCAA or GAO audits or audits by other Governmental Entities performing a similar function. During the last three (ii3) years, neither the Company nor the Subsidiary has made any voluntary disclosure to any Governmental Entity with respect to any violation of applicable Law arising under or relating to a Government Contract or Government Bid. Section 3.24.3 There are no outstanding written material disputes between Seller claims for or setoffs against the Company and or the U.S. Government under the Contract Disputes Act or Subsidiary by any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor Governmental Entity arising under or relating to any Government Contract to which the Company or Government Bid. Neither Seller nor the Subsidiary is a party or material disputes between the Company has or the Subsidiary and any interest in any pending of their respective customers, suppliers, prime contractors or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating subcontractors with respect to any Government Contract or Government Bid. Section 3.24.4 Neither the Company nor the Subsidiary nor, to the knowledge of the Company, any of their officers or employees, are or have been suspended or debarred from bidding on Contracts or subcontracts for or with any Governmental Entity. Schedule 2.23(cTo the knowledge of the Company, no suspension or debarment actions with respect to Government Contracts have been commenced or threatened against the Company, the Subsidiary or any of their officers or employees. Section 3.24.5 Except for contract audits of a routine nature, which routine audits have not had, the Company has not during the three (3) identifies each Government Contract which years immediately preceding the date of this Agreement received any official written notice that it is currently under audit being specifically audited or investigated by the U.S. Government DCAA, GAO or any other Person that is Governmental Entity. Section 3.24.6 The Company has provided to Parent true and correct copies of all subpoenas issued by any Governmental Entity in the three (3) year period prior to the date hereof, other than any subpoena issued at the request of a private party in a litigation matter unrelated to such the performance of a Government Contract. Section 3.24.7 During the past three (d3) years, neither the Company nor the Subsidiary has conducted an internal investigation concerning any actual, alleged or suspected violation of applicable Law on the part of the Company or the Subsidiary or their respective officers, directors, employees, agents or representatives. Section 3.24.8 The Business has not been debarred or suspended from participation Company and the Subsidiary are, and at all times during the past three (3) years have been, in compliance in all material respects with all applicable United States and foreign import and export laws, including those specified in the award International Traffic in Arms Regulations, the U.S. Arms Export Control Act, the U.S. Export Administration Act, the U.S. Export Administration Regulations and associated executive orders and the Laws implemented by the Office of contracts with Foreign Asset Controls and the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptTreasury.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with With respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "and Government Bid"): , except as set forth in the Commission Documents, since March 1, 2022, (i) Seller the Company and Company its Subsidiaries have complied in all material respects with all applicable Laws and contractual requirements, (ii) none of the Company or any of its Subsidiaries is in material terms and conditions violation or breach of such any applicable Laws or contractual requirements governing any Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations the representations, certifications, and certifications executed, acknowledged warranties made by the Company or set forth one of its Subsidiaries in or pertaining to such connection with the Government Contract or Contracts and Government Bid Bids were complete and correct accurate in all material respects as of their effective date, and Seller the Company and Company its Subsidiaries have complied in all material respects with all such representations representations, certifications, and certifications; warranties, and (iv) neither the U.S. Company has not received written notice of any event, condition or omission that would constitute a breach or default, whether by lapse of time or notice or both, by any other Person under any Government Contract. (b) Except as disclosed in the Commission Documents, since March 1, 2022, (i) none of the Company or any of its Subsidiaries has received written notice of any pending or threatened investigation, prosecution, or civil or administrative proceeding in connection with any Government Contract or Government Bid, and, to the Knowledge of the Company, no such investigation, prosecution, or civil or administrative proceeding or settlement negotiation, or internal investigation is pending or is contemplated by any Governmental Authority; (ii) the Company has not received any document requests, subpoenas, or search warrants involving any of the officers, directors, employees, or agents of the Company or any of its Subsidiaries in connection with any Government Contract or Government Bid; (iii) none of the Company or any of its Subsidiaries has received any written termination notice, cure notice, or show-cause notice from any Governmental Authority or any prime contractor or higher-tier subcontractor that remains unresolved; and (iv) none of the Company or any of its Subsidiaries has received notice of any disallowance of costs under any Government Contract and/or assessment of any penalty (whether actual or threatened), nor received in writing any material negative findings in any audit or investigation performed by any Governmental Authority which, in each case, remains unresolved or in dispute. (c) Except as disclosed in the Commission Documents, since March 1, 2022, to the Knowledge of the Company, no Governmental Authority nor any prime contractor, subcontractor or other Person vendor has notified Seller or Company, either asserted in writing or, to their knowledge, orally, that Seller any material claim or initiated any dispute proceeding against the Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or its Subsidiaries relating to any Government Contract or Government Bid; and (ii) during , nor has the last three years, neither Seller nor Company has conducted or any of its Subsidiaries asserted in writing any material claim or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to dispute proceeding against any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to such party concerning any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation Except as disclosed in the award Commission Documents, since March 1, 2022, none of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director of its Subsidiaries has received any written notice from a Governmental Authority regarding any alleged material violation by the Company, any of its Subsidiaries or officer one of Seller or Company in respect their respective subcontractors of the Business. With respect to the evaluation of any Government Bid made by Seller or CompanyCivil False Claims Act, Procurement Integrity Act, Anti-Kickback Act, Truth in Negotiations Act, Service Contract Act, Buy American Act, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent Trade Agreements Act that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptremains unresolved.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with With respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): Contract: (i) Seller the Company and Company each of its subsidiaries, as applicable, have complied with in all material respects with the terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinContract; (ii) Seller the Company and Company each of its subsidiaries, as applicable, have complied with all requirements of all material applicable Laws or agreements pertaining to such Government Contract or Government BidContract; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were current, complete and correct in all material respects as of their effective date, and Seller and the Company have or one of its subsidiaries has complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government a Governmental Entity, nor any prime contractor, subcontractor subcontractor, vendor or other Person entity, has notified Seller the Company or Company, either any of its subsidiaries in writing or, to their knowledge, orally, that Seller the Company or Company any of its subsidiaries has breached or violated any Law, certification, representation, clause, provision or requirement applicable Law pertaining to such Government Contract or Government BidContract; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract and no event, condition or Government Bidomission has occurred or exists that would constitute grounds for any such action; (vi) no material cost incurred by Seller the Company or Company its subsidiaries pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Governmentrelevant Governmental Entity; and (vii) no money due to Seller the Company or Company pertaining any of its subsidiaries pursuant to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretooff. (b) With respect to the Business: (i) neither Seller nor Company orThere is no pending, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or and during the last three six years there has been) under administrativebeen no, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company by a Governmental Entity with respect to any alleged irregularityimproper activity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during Contract. During the last three six years, neither Seller the Company nor Company any of its subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularityimproper activity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costContract. (c) With respect to To the Business, there exist (i) no outstanding material claims against Seller or Knowledge of the Company, either by none of the U.S. Government employees, distributors, consultants or agents of the Company or any of its subsidiaries is, or during the last six years has been (except as to routine security investigations), under administrative, civil or criminal investigation, indictment or information by any prime contractorGovernmental Entity. None of the Company, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act its subsidiaries or any other Federal statute of their respective employees, distributors, consultants or between Seller agents is (or Company and any prime contractor, subcontractor during the last six years has been) suspended or vendor arising under debarred from doing business with a Governmental Entity or relating to any Government Contract is (or Government Bid. Neither Seller nor Company has any interest in any pending during such period was) the subject of a finding of non-responsibility or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is ineligibility for contracting with a party to such Government ContractGovernmental Entity. (d) The Business has not been debarred or suspended from participation Section 4.19(d) of the Company Disclosure Letter sets forth those certain Government Contracts that, in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Companyaggregate, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect represent at least 50% of the Businessfiscal year 2017 revenue of the Company and its subsidiaries derived from Government Contracts. With respect to Such Contracts set forth on Section 4.19(d) of the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptDisclosure Letter shall be considered “Specified Contracts.”

Government Contracts. (a) In addition to Schedule 4.11(a) sets forth a complete and accurate list of the representations active Government Contracts as of the date hereof. Schedule 4.11(a) sets forth a complete and warranties in Section 2.5, with respect to each and every accurate list of the Government Contract or bid whichBids as of the date hereof that, if accepted, would reasonably be expected to result in a Government Contract (a "Government Bid"): (i) Seller and Company have complied with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoContract. (b) With respect To the Company’s Knowledge, except as set forth in Schedule 4.11(b), each member of the Company Group has complied, in all material respects, with all terms, conditions, and performance obligations, of each Government Contract and Government Bid listed in Schedule 4.11(b) to which such member of the Company Group is a party, including preparing and recording a confirmatory license in the US Patent Office Assignment database. No material default by any member of the Company Group has occurred under any Government Contract to which it is a party and, to the Business: Company’s Knowledge, no material default by the other contracting parties has occurred thereunder. To the Company’s Knowledge, there has been no cancellation or renegotiation by the other parties to any Government Contract. (c) Within the last seven (7) years, no member of the Company Group, nor, to the Company’s Knowledge, any employees, consultants, subcontractors, or agents of the Company Group, have (i) neither Seller nor Company orbeen debarred, to their knowledgesuspended, any of their respective directors, officers, employees, consultants or agents is proposed for debarment or suspension; (or during the last three years has beenii) been under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority for commission of fraud or a criminal offense in connection with a Government Contract or Government Bid, (iii) been found non-responsible for contracting by a Governmental Authority or (iv) had any circumstance that would require any member of the Company Group to answer any of the questions contained in the clause at Federal Acquisition Regulation 52.209-5 in the affirmative. (d) Within the last three (3) years, (i) there have not been, and currently there are no actual, outstanding or, to the Company’s Knowledge, threatened claims against the Company Group, either by a Governmental Authority or any prime contractor, subcontractor, vendor, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission other third party arising under or relating to any Government Contract or Government Bid; and Contract, (ii) during there have not been, and currently there are no disputes between any member of the last three yearsCompany Group and a Governmental Authority the subject of a written claim covered by the Contract Disputes Act of 1978, neither Seller nor Company has conducted as amended, or initiated any internal investigation or made the disputes clause of a voluntary disclosure to the U.S. GovernmentGovernment Contract, with respect and (iii) there have not been any, and currently there are no, written notices to any alleged irregularitymember of the Company Group to cure material defects, misstatement defaults, delays, or omission arising under or relating other material non-compliances with a Government Contract, nor has any counterparty to a Government Contract issued any written notice to any member of the Company Group to show cause why a Government Contract should not be terminated in whole or part for breach, default, or cause. (e) To the extent applicable, all Company Group members have taken reasonable steps designed to comply with all data security, cybersecurity, and physical security terms and conditions and procedures required by its Government BidContracts and by Law. There exists In the past six (6) years, to the Company’s Knowledge, no irregularityCompany Group members have had or experienced any of data security or cybersecurity breaches, misstatement whether physical or omission arising under or relating electronic. Any known data breach related to any Government Contract has been reported to the Governmental Authority or Government Bid that has led to any higher tier contractor, as required by the terms of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (df) The Business has not been debarred or suspended from participation All Company Group members have complied and are in the award of contracts compliance in all material respects with the United States Department of Defense or any other Governmental Entity Section 889(a)(1)(A) and (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect a)(1)(B) of the BusinessXxxx X. XxXxxx National Defense Authorization Act for Fiscal Year 2019 (“FY19 NDAA”) (Pub. With respect to the evaluation of any Government Bid made by Seller L. 115-232) and its implementing regulations including, without limitation FAR 52.204-24, Representation Regarding Certain Telecommunications and Video Surveillance Services or CompanyEquipment, FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or by a prime contractor of Seller Equipment, and FAR 52.204-26, Covered Telecommunications Equipment or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government ContractServices-Representation. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant toWhere required, the Foreign CorruptCompany has conducted a reasonable inquiry to confirm its compliance with Section 889(a)(1)(B) of the FY19 NDAA.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller The Company has provided to the Purchasers a true and correct list of each Government Contract which is in effect as of the date of this Agreement and Government Bid. None of such Government Contracts is a Material Contract. (ii) Except as set forth in Schedule 3.1(ll)(ii), (A) the Company have complied with and each Subsidiary has fully complied, in all material respects, with the terms and conditions of such each Government Contract or and Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinBid to which it is a party; (iiB) Seller the Company and Company have each Subsidiary has complied in all material respects with all requirements of all material Laws or agreements any law pertaining to such Government Contract or Government Bid; (iiiC) all representations and certifications executed, acknowledged or set forth in or pertaining made by the Company and each Subsidiary with respect to such Government Contract or Government Bid were accurate, current and complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (ivD) neither the U.S. Government Company nor any prime contractorSubsidiary is in violation, subcontractor or currently alleged to be in violation, in any material respect of the False Statements Act, as amended, the False Claims Act, as amended, or any other Person has notified Seller federal requirement relating to the communication of false statements or Company, either in writing or, submission of false claims to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bida Governmental Authority; and (vE) no termination for convenience, termination for defaultor default notice, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned issued to the Company or challengedany Subsidiary and remains unresolved, is and the subject Company has no knowledge of any investigation plan or has been disallowed by the U.S. Government; and (vii) no money due proposal of any entity to Seller or Company pertaining to issue any such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretonotice. (biii) With respect Except as set forth in Schedule 3.1(ll)(iii), (A) to the Business: (i) neither Seller nor Company or, to their Company’s knowledge, any none of their respective directors, officers, the Company’s or a Subsidiary’s employees, consultants or agents is (or during the last three five years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of the Company or a Subsidiary; (B) to the Company’s knowledge, there is no pending audit or investigation of the Company or any of its officers, employees or representatives or a Subsidiary or any of its officers, employees or representatives nor within the last five years has there been any audit or investigation of Seller the Company or Company any of its officers, employees or representatives or a Subsidiary or any of its officers, employees or representatives resulting in an adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (iiC) during the last three five years, neither Seller the Company nor Company any Subsidiary has conducted or initiated made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any other Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Governmental Contract or Government Bid that has led to any of the consequences set forth in Clause clause (iA) or (iiB) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (civ) With respect to the BusinessExcept as set forth in Schedule 3.1(ll)(iv), there exist are (iA) no outstanding material written claims against Seller or the Company, either by the U.S. Government any Governmental Authority or by any prime contractor, subcontractor, vendor or other third partyparty arising under or relating to any Government Contract or Government Bid, and (B) to the Company’s knowledge, no outstanding disputes (i) between the Company or a Subsidiary, on the one hand, and the Government or any Governmental Authority, on the other hand, under the Contract Disputes Act or any other Federal statute, or (ii) between the Company or a Subsidiary, on the one hand, and any prime contractor, subcontractor or vendor, on the other hand, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (dv) The Business has not been debarred or suspended from participation in rates and rate schedules submitted to the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (Government with respect to the Business), Company or any director or officer of Seller or Company in respect Government Contracts have been audited and closed out for all years prior to 2003. (vi) None of the Business. With respect Government Contracts are subject to the evaluation of any Government Bid made by Seller or Company, or termination by a prime contractor Governmental Authority as a result of Seller or Company, during the past three years, there has been no adverse finding made consummation of the transactions contemplated by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptTransaction Documents.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5Except as set forth on Schedule 4.20, with respect to each and every Government Contract in effect or bid whichexpired or terminated since January 1, if accepted2021, would result in a Government Contract to the Knowledge of Sellers: (a "Government Bid"): a) (i) Seller and Company None of the Sellers are or have complied with all material terms and conditions been in breach of such or default under any Government Contract in any material respect to which such Seller is or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinwas a party; (ii) Seller the Sellers are and Company have complied been in compliance with all requirements of applicable Laws where and as applicable to each Government Contract in all material respects; and (iii) no reasonable basis exists to give rise to a claim for fraud (as such concept is defined under the Laws or agreements pertaining to such of the United States) in connection with any Government Contract or under the False Claims Act. (b) With respect to each Government Bid; (iii) Contract, all representations and certifications executed, acknowledged or set forth made by the Sellers in or pertaining relation to any such Government Contract or Government Bid were complete and correct accurate in all material respects as of their effective date. (c) Neither the Sellers, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractorof their directors, subcontractor officers or other Person has notified Seller Representatives (i) have been debarred, suspended or Company, either excluded from participation in writing or, to their knowledge, orally, that Seller or Company has breached or violated the award of any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim debarment, suspension or exclusion proceeding, to the Knowledge of Sellers, been made threatened or initiated against the Sellers or any of their directors, officers or Representatives; or (ii) has been under or subject to withhold any investigation, indictment, subpoena, or set off money and Seller administrative proceeding involving any alleged violation of a Government Contract requirement or Company is entitled Law pertaining to all progress payments received with respect theretoany Government Contract. (bd) With respect to Since January 1, 2021, the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company has Sellers have not conducted or initiated any internal investigation or made a any voluntary or mandatory disclosure to the U.S. Government, any Government Authority with respect to any alleged irregularity, misstatement misstatement, noncompliance or omission arising under or relating to a Government Contract or any Laws. (e) No cost incurred by the Sellers pertaining to such Government Bid. There exists no irregularity, misstatement or omission arising under or relating to Contract has been disallowed by any Government Authority. No material amount of money due to the Sellers under any such Government Contract has been withheld or Government Bid that has led to any of the consequences set forth in Clause off. (f) The Sellers (i) or (ii) of the immediately preceding sentence or any other damagehave not received written or, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the BusinessKnowledge of Seller, there exist (i) no oral notice of any outstanding material claims against Seller or Companyclaims, either by the U.S. any Government Authority or by any prime contractor, subcontractor, vendor or other third partyPerson, arising under or relating to any Government Contract or Government Bid; Contract, and (ii) no material the Sellers do not have any outstanding claims or requests for equitable adjustment or disputes between Seller or Company and the U.S. with a Government Authority under the United States Contract Disputes Act Act, as amended, or any other Federal statute Law or between Seller or Company and with any prime contractor, subcontractor higher-tier contractor, subcontractor, vendor or vendor other Person, arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt

Government Contracts. (a) In addition A true and correct list of each Government Contract and Government Bid to which the Company or any of its Subsidiaries is a party is set forth in Schedule 3.26(a). Prior to the representations Closing Date, the Company shall amend Schedule 3.26 (a) to include a true and warranties in Section 2.5, with respect to correct list of each and every Government Contract and Government Bid which is entered into by the Company or bid whichany of its Subsidiaries between the date of this Agreement and the Closing Date. (b) Except as set forth in Schedule 3.26(b), if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller the Company and Company have each of its Subsidiaries has fully complied with all material terms and conditions of each Government Contract and Government Bid to which it is a party, (ii) the Company and each of its Subsidiaries has complied with all requirements of any Law pertaining to any such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining made by the Company and each of its Subsidiaries with respect to any such Government Contract or Government Bid were accurate, current and complete and correct in all every material respects respect as of their effective date, and Seller the Company and Company have each of its Subsidiaries has fully complied in all material respects with all such representations and certifications; certifications in all material respects, (iv) neither the U.S. Government Company nor any prime contractorof its Subsidiaries is in violation of, subcontractor or is currently alleged to be in violation of, the False Statements Act, as amended, the False Claims Act, as amended, or any other Person has notified Seller federal requirement relating to the communication of false statements or Companysubmission of false claims to the Government, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; and (v) no termination for convenience, termination for defaultor default notice, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned issued to the Company or challengedany of its Subsidiaries and remains unresolved, is and the subject Company has no Knowledge of any investigation plan or has been disallowed by the U.S. Government; and (vii) no money due proposal of any Governmental Authority or Person to Seller or Company pertaining to issue any such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretonotice. (bc) With respect to the Business: Except as set forth in Schedule 3.26(c), (i) neither Seller nor none of the directors or officers of the Company or its Subsdiaries or, to their knowledge, any the Knowledge of their respective directors, officersthe Company, employees, consultants or agents is (of the Company or its Subsidiaries is, or during the last three five (5) years has been) , under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of the Company or its Subsidiaries, or any (ii) there is no pending, nor during the past five (5) years has there been any, audit or investigation of Seller the directors or officers of the Company or its Subsidiaries or, to the Knowledge of the Company, employees, consultants or agents of the Company or its Subsidiaries resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; , and (iiiii) during the last three five years, neither Seller the Company nor Company any of its Subsidiaries has conducted or initiated made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any other Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Governmental Contract or Government Bid that has led to any of the consequences set forth in Clause clause (i) or (ii) of the immediately preceding sentence above or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (cd) With respect to the BusinessExcept as set forth in Schedule 3.26(d), there exist are (i) no outstanding material written claims against Seller or the Company, either by any Governmental Authority, the U.S. Government or by any prime contractor, subcontractor, vendor or other third partyPerson, arising under or relating to any Government Contract or Government Bid; , and (ii) to the Company's Knowledge, no material outstanding disputes (A) between Seller the Company or Company any of its Subsidiaries, on the one hand, and the U.S. Government or any Governmental Authority, on the other hand, under the Contract Disputes Act or any other Federal federal statute or (B) between Seller the Company or Company any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor subcontractor, vendor or vendor other Person, on the other hand, arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (de) The Business has not been debarred or suspended from participation Except as set forth in Schedule 3.26(e), the award of contracts with rates and rate schedules submitted to the United States Department of Defense or Government and any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To Authority by the knowledge of Seller and Company, there exist no facts Company or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (its Subsidiaries with respect to the BusinessGovernment Contracts have been audited and closed out for all years prior to 1997. (f) Except as set forth in Schedule 3.26(f), Company or all Government Contracts that are required to be subject to competitive bidding procedures have been awarded, and all Government Bids have been submitted, under a full and open competitive procurement process without preferential treatment of any director or officer of Seller or Company in respect kind. None of the Business. With respect Government Contracts listed on Schedule 3.26(f) are subject to the evaluation of any Government Bid made by Seller or Company, or termination by a prime contractor Governmental Authority as a result of Seller or Company, during the past three years, there has been no adverse finding made consummation of the transactions contemplated by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to this Agreement and the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptother Transaction Documents.

Government Contracts. (a) In addition Set forth on Schedule 2.25(a)(i) is a list of each Government Contract for which the period of performance has not yet expired or for which final payment has yet to be received, including the contract number and award/effective date and all parties to the representations contract. Set forth on Schedule 2.25(a)(ii) of the Disclosure Schedule is a list of each outstanding Government Bid. Except as prohibited by Law, the Company has made available to Buyer correct and warranties complete copies of all such Government Contracts and Government Bids. All Government Contracts constitute valid and binding obligations of the Company and, to the Company’s Knowledge, of the other party or parties thereto, and are enforceable in Section 2.5accordance with its terms, with and all Government Bids were made in the ordinary course of business. (b) With respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "and Government Bid"): : since January 1, 2018, (i) Seller the Company and Company its Subsidiaries have complied with in all material respects with (x) all terms and conditions of such each Government Contract or and Government Bid and (y) any requirements of Law pertaining to each Government Contract and Government Bid, including all clauses, provisions ; and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller each representation and certification executed by the Company have complied with all requirements or any of all material Laws or agreements its Subsidiaries pertaining to such each Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete was true and correct in all material respects as of their its effective datedate and all such representations and certifications have continued to be current, accurate and Seller and Company have complied complete in all material respects with all such representations if and certifications; as required by the terms of each Government Contract, Government Bid or Law. (ivc) neither There is and has been no: (i) administrative, civil fraud or criminal audit, investigation, indictment or information of the U.S. Company or any of its Subsidiaries by any Government nor Entity relating to any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; , (vii) disputes between the Company or any of its Subsidiaries and a Government Entity which have resulted in a government contracting officer’s final decision or (iii) claim or request for equitable adjustment by the Company or any of its Subsidiaries against a Government Entity. There is no termination for conveniencepending or, termination for defaultto the Knowledge of the Company, cure notice threatened audit or show cause notice is currently in effect pertaining investigation by any Government Entity of the Company or any of its Subsidiaries with respect to such any alleged material misstatement, omission or violation of Law arising under or relating to a Government Contract or Government Bid; (vi) no material cost incurred by Seller . Neither the Company or Company pertaining to such Government Contract any of its Subsidiaries has conducted or Government Bid has been formally questioned initiated any internal investigation, or challenged, is the subject of any investigation made a mandatory or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect voluntary disclosure to the Business: (i) neither Seller nor Company orUnited States Government or other customer, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; . (d) There are no outstanding material claims by or against the Company or any of its Subsidiaries, on the one hand, and (ii) during a Government Entity, prime contractor, subcontractor or vendor, on the last three yearsother hand, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a any Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to Neither the Company nor any of the consequences set forth in Clause (i) its Subsidiaries has initiated or (ii) received written notice of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or the Company and the U.S. Government under the Contract Disputes Act or any other Federal statute of its Subsidiaries and a Government Entity under any Law or between Seller the Company or Company any of its Subsidiaries and any Government Entity, prime contractor, subcontractor or vendor arising under any such Government Contract. Neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s Knowledge, oral notice of termination for convenience or default of any Government Contract, in whole or in part and, to the Company’s Knowledge, no such termination has been threatened. (e) Neither the Company nor any of its Subsidiaries is nor has been, and none of the Company’s or any of its Subsidiaries’ officers, directors, managers or other persons having primary management or supervisory responsibility, is or has been, debarred, suspended, deemed non-responsible or otherwise excluded from participation in the award or performance of any Government Contract, nor has any debarment, suspension or exclusion proceeding been initiated against the Company or any of its Subsidiaries. (f) In connection with each Government Contract and Government Bid, (i) the Company and its Subsidiaries have complied, in all material respects, with all requirements imposed by Government Contract or Law to assert and protect its rights in technical data, computer software, and other Intellectual Property Rights that are material to the Company or any of its Subsidiaries; (ii) no Government Entity, prime contractor or higher-tier contractor has other than Limited Rights or Restricted Rights, as defined by FAR 52.227-14, DFARS 252.227-7013, and DFARS 252.227-7014, to Company Owned IP; and (iii) neither the Company nor any of its Subsidiaries have received written notice challenging any proprietary markings or rights asserted by the Company or any of its Subsidiaries in connection with any technical data, computer software, or other Intellectual Property Rights. (g) The Company and its Subsidiaries are in compliance with the all information safeguarding and reporting requirements, including any requirements covering implementation of National Institute of Standards and Technology (“NIST”) Special Publication 800-171, any cyber incident reporting, and any state-level information safeguarding and reporting requirements, as applicable to each of the Company’s and its Subsidiaries’ Government Contracts. (h) Except as set forth on Schedule 2.25(h), neither the Company nor its Subsidiaries, or any of their employees, have paid a contingent fee, as defined by FAR 52.303-5, to any Person in connection with securing a Government Contract where such a fee is otherwise prohibited by the terms of the contract, or applicable law or regulation. (i) Neither the Company nor any of its Subsidiaries have received any adverse or negative past performance evaluations or ratings by any Governmental Authority, and no facts exist that could result in any adverse or negative past performance evaluation or rating by any Government Entity regarding any Government Contract, or that could affect the evaluation of the any Government Bid. (j) Neither the Company nor its Subsidiaries or, to the Knowledge of the Company, any of their employees has made or accepted anything of value, directly or indirectly, to or from any Person in violation of applicable Laws, including (but not limited to) Laws relating to bribes, gratuities, kickbacks, lobbying expenditures, political contributions. (k) Neither any Government Entity nor any prime contractor or higher-tier subcontractor under a Government Contract nor any other Person: (i) has notified the Company or its Subsidiaries in writing of any actual or alleged violation or breach of any Law or Government Contract; (ii) has withheld or set off, or attempted to withhold or set off, monies due to the Company or its Subsidiaries under any Government Contract, and no facts or, to the Knowledge of the Company, allegations exist that could give rise to such a withhold or set off; or (iii) has questioned or disallowed any costs claimed by the Company or its Subsidiaries under outstanding Government Contracts, and no facts or, to the Knowledge of Seller, allegations exist that could give rise to any such disallowed costs. (l) Since January 1, 2016, neither the Company nor its subsidiaries have been issued a show cause, cure, deficiency, default or similar notice from any Government Entity or any prime contractor or higher-tier subcontractor relating to any Government Contract, and, no facts or, to the Knowledge of the Company, allegations exist that could give rise to such a notice. (m) Neither the Company nor its Subsidiaries are (i) subject to or bound by any Organizational Conflict of Interest (as defined by Subpart 9.5 of the FAR, an “Organizational Conflict of Interest” or “OCI”) contractual provisions that have had or reasonably would be expected to have an effect on the ability to perform or seek to perform future Government Contracts, or (ii) a party to or bound by any mitigation plan resulting from any actual or perceived Organizational Conflict of Interest involving the Company or its Subsidiaries. In the past three (3) years, neither the Company nor its Subsidiaries have had access to non-public information or provided systems engineering, technical direction, consultation, technical evaluation, source selection services, or services of any type, or prepared specifications or statements of work, or engaged in any other conduct, that creates an unmitigated Organizational Conflict of Interest for the Company or its Subsidiaries with respect to those Government Contracts to which the Company or its Subsidiaries are a party. (n) Neither the Company nor its Subsidiaries are a party to a Government Contract that was awarded based on the Company or Government Bid. Subsidiaries’ size status or any socioeconomic preference. (o) Neither Seller the Company nor Company has its Subsidiaries have assigned or agreed to assign to any Person, or otherwise encumbered or agreed to encumber for the benefit of any Person, any right, title, or interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government Contracts, or any other Person that is a party account receivable relating thereto. Neither the Company nor its Subsidiaries have entered into financing arrangements with respect to such the performance of any outstanding Government Contract. (dp) The Business has not been debarred or suspended from participation in Neither the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director of its Subsidiaries is performing at-risk under a Government Contract or officer for a prospective Government Contract; for the avoidance of Seller doubt, “performing at-risk” means incurring direct costs, other than costs as defined FAR 31.205-32, at a Person’s sole risk prior to or Company in respect anticipation of the Business. With respect to the evaluation and without obligation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on funding under a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt.

Government Contracts. (a) In addition A true and correct list of each Government Contract which is in effect as of the date of this Agreement and each Government Bid to which the Company is a party and for which an award has not been issued 30 days or more prior to the representations date of this Agreement, is set forth in Schedule 4.19. Schedule 4.19 sets forth a true and warranties in Section 2.5, with respect to correct list of each and every Government Contract or bid whichwhich is in effect as of the Closing Date. (b) Except as set forth in Schedule 4.19, if acceptedto the Knowledge of the Seller Parties, would result in a Government Contract (a "Government Bid"): (iA) Seller and the Company have has fully complied with all material terms and conditions of such each Government Contract or and Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinBid to which it is a party as required; (iiB) Seller and the Company have has complied with all material requirements of all material Laws any statute, rule or agreements regulation pertaining to such Government Contract or Government Bid; (iiiC) all representations and certifications executed, acknowledged or set forth in or pertaining made by the Company with respect to such Government Contract or Government Bid were complete and correct accurate in all every material respects respect as of their effective date, date and Seller and the Company have has fully complied in all material respects with all such representations and certificationscertifications in all material respects; and (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (vD) no termination for convenience, termination for or default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; issued and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoremains unresolved. (bc) With respect Except as set forth in Schedule 4.19: (A) to the Business: (i) neither Knowledge of the Seller nor Company orParties, to their knowledge, any none of their respective directors, officers, the Company's employees, consultants or agents is (or or, to the knowledge of the Seller Parties, during the last three five years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of the Company; (B) except for contract audits of a routine nature, there is no pending audit and investigation of the Company or any of its officers, employees or representatives nor within the last five years, nor has there been any audit or investigation by the DCAA, General Accounting Office, Defense Criminal Investigative Service, the Department of Seller Justice or any United States Attorney Office has such audit or investigation been threatened in writing, of the Company or any of its officers, employees or representatives resulting in a material adverse finding with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (iiC) during the last three five years, neither Seller nor the Company has conducted or initiated not made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any other Governmental Authority with respect to any material alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularityExcept as set forth in Schedule 4.19, misstatement the Company has not had any such irregularities, misstatements or omission omissions arising under or relating to any such Government Contract or Government Bid that has led to any of the consequences set forth in Clause clause (iA) or (iiB) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (cd) With respect to the BusinessExcept as set forth in Schedule 4.19, there exist are (iA) no outstanding material written claims against Seller or the Company, either by the U.S. Governmental Authority or any other Government or by any prime contractor, subcontractor, vendor or other third party, party arising under or relating to any Government Contract or Government Bid; Bid to which the Company is a party, and (iiB) no material written outstanding disputes between Seller or Company the Company, on the one hand, and the U.S. Government or any other Governmental Authority, on the other hand, under the Contract Disputes Act or any other Federal statute or between Seller or Company the Company, on the one hand, and any prime contractor, subcontractor or vendor vendor, on the other hand, arising under or relating to any such Government Contract or Government Bid. Neither . (e) Except as set forth in Schedule 4.19, none of the Company nor, to the Knowledge of the Seller nor Company Parties, any of its employees, consultants or agents is (or during the last five years has any interest in any pending been) suspended or potential claim against debarred from bidding on contracts or subcontracts or doing business with the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that Governmental Authority or is (or during such period was) the subject of a party finding of non-responsibility or ineligibility for Government contracting. Except as set forth in Schedule 4.19, to such the Knowledge of the Seller Parties, the Company has conducted its operations in all material respects in compliance with all requirements of all Laws pertaining to all Government ContractContracts and Government Bids. No suspension or debarment action with respect to Government Contracts has been threatened in writing or commenced against the Company or any of its officers or current employees. To the Knowledge of the Seller Parties, there is no valid basis, nor current specific circumstances which with the passage of time could become a basis for the Company's suspension or debarment from biding on contracts or subcontracts for the Government. (df) The Business Except as set forth in Schedule 4.19, to the Knowledge of the Seller Parties, the Company has not been debarred made any untrue statement of material fact, or suspended from participation failed to state a material fact necessary to make the statements therein contained, in light of the award circumstances in which they are made, not misleading, except for any untrue statement or failure to state a material fact that would not result in any material liability to the Company as a result of contracts with such untrue statement or failure to state a material fact in any statement, representation or warranty in any Government Contract, any Government Bid or any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to the United States Department of Defense Government or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) Authority in connection with any Government Contract in violation or Government Bid contained on the date so furnished or submitted (or on any other date where such statement, representation or warranty is deemed made or brought down as of a subsequent date either under applicable procurement laws Law or regulations pursuant to the applicable Government Contract or Government Bid or any exhibit thereto or in violation any written certificate, statement, list, schedule or other document submitted or furnished to the Government or any other Governmental Authority in connection with such Government Contract or Government Bid). (g) Except as set forth in Schedule 4.19, the final indirect rate submissions, including all support schedules, submitted to the Government with respect to Government Contracts of the Company have been closed for all years prior to 2000. (h) The Company is in compliance in all material respects with all national security obligations, including, without limitation, those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (January 1995). (i) Except as set forth in Schedule 4.19, to the extent required by Law, all Government Contracts have been awarded, and all Government Bids have been submitted, under a full and open procurement process without preferential treatment of any kind. None of the Government Contracts listed on Schedule 4.19 are subject to termination by a Governmental Authority solely as a result of the consummation of the transactions contemplated by this Agreement. (j) To the Knowledge of the Seller Parties, there exists no basis for a claim of any material liability by Company or Seller by any Government Authority as a result of defective cost and pricing data submitted to the Government, including, without limitation, any such data relating to liabilities accrued on Company's books or in its financial accounts for deferred compensation to any Company employees. To the Knowledge of the Seller Parties and the Company, no audit or review of any government contract or agreement will likely result in the disallowance of, or requiring disclosure pursuant toclaim for, any amount paid or payable to the Foreign CorruptCompany under such contract or agreement, whether as a result of excess payments, excess profit recapture or otherwise.

Government Contracts. (a) In addition Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of each Government Contract for which the period of performance has not expired or terminated as of the date of this Agreement, in each case having (x) annual revenue as of June 30, 2020 in excess of $4,000,000 or (y) having total aggregate revenue in excess of $15,000,000, and the name of the customer (each Contract required to be so listed and any such Government Contract meeting (x) or (y) criteria for which final payment has not been received or which remain open to audit, a “Material Government Contract”) and Government Bids that remain active as of the representations date hereof and, if awarded, would result in a Material Government Contract (each such Government Bid required to be so listed, a “Material Government Bid”) (provided, that while such schedule shall exclude the listing of any Not Disclosable Contract, the terms “Material Government Contract” and warranties in “Material Government Bid” shall include, as applicable, any such Not Disclosable Contract that would otherwise be a Material Government Contract or Material Government Bid). The Group Companies have made available to Parent true and complete copies of all such Material Government Contracts for which the period of performance has not expired or terminated as of the date of this Agreement. (b) Except as set forth on Section 2.53.14(b) of the Company Disclosure Schedule, since January 1, 2015, with respect to each and every Material Government Contract or bid which, if accepted, would result in a Government Contract (a "Material Government Bid"): , (i) Seller the Group Companies are and Company have complied been in compliance with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinthereof; (ii) Seller no written notice has been received by any Group Company asserting that any Group Company or any director, officer or employee of any Group Company, is in material breach or violation of any Law or contractual requirement and, to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute or would reasonably be expected to constitute a material breach or default under any Material Government Contract; (iii) no written notice of termination, cure notice or show-cause notice has been received by any Group Company; and (iv) the Group Companies have not received notice of any disallowance of costs under any Material Government Contract and/or assessment of any penalty (whether actual or threatened), nor received in writing any material negative findings in any audit or investigation performed by any Governmental Authority which, in each case in this clause (iv), remains unresolved or in dispute. (c) Except as set forth on Section 3.14(c) of the Company Disclosure Schedule, since January 1, 2015, no Governmental Authority nor any prime contractor, subcontractor or vendor has asserted in writing any claim or initiated any dispute proceeding against any Group Company relating to Material Government Contracts or Material Government Bids, nor is any Group Company asserting in writing any claim or initiating any dispute proceeding directly or indirectly against any such party concerning any Material Government Contract or Material Government Bid. (d) Since January 1, 2015, (i) none of the Group Companies or their shareholders, members, officers, directors, or any Principals (as defined in Federal Acquisition Regulation (“FAR”) 52.209-5) or (ii) to the Knowledge of the Company, any of their respective employees, have been debarred, suspended or excluded from participation in, or the award of, Government Contracts or doing business with any Governmental Authority (other than on the merits of a given proposal), no suspension, debarment, or exclusion action has been commenced or, to the Knowledge of the Company, threatened against any of the Group Companies, or any of their respective shareholders, members, officers, directors, Principals, or employees, and there exist no circumstances that require any Group Company to answer any of the questions in FAR 52.209-5 in the affirmative. (e) Section 3.14(e)(i) of the Company Disclosure Schedule sets forth a true and complete list of all facility security clearances of the Group Companies. The Group Companies and their respective officers, managers, directors and employees hold all the security clearances necessary and sufficient for the operation of the business of the Group Companies as currently conducted. Each Group Company and each current employee of such Group Company who holds such security clearances are, and have been, since January 1, 2015, in material compliance with all applicable security obligations, including those specified in the NISPOM, DOD 5220.22-M. To the Knowledge of the Company, no facts exist which are reasonably expected to give rise to the revocation, invalidation or suspension of any facility security clearance held by any Group Company. Since January 1, 2015, no Group Company has received a rating less than “Satisfactory” from any DCSA or other CSA inspection or audit and, except as set forth in Section 3.14(e)(ii), there has been no unauthorized disclosure of classified information by employees of the Group Companies. The Company further represents that all identified vulnerabilities have since January 1, 2015 been mitigated to the satisfaction of the DCSA and CSA. (f) Except as set forth on Section 3.14(f) of the Company Disclosure Schedule, since January 1, 2015, (i) each of the Group Companies has complied in all material respects with all applicable Cost Accounting Standards and Cost Principles and (ii) the cost accounting systems and business systems (as defined in Defense Federal Acquisition Regulation Supplement (“DFARS”) 242.7001 & 252.242-7005) used by the Group Companies and the associated entries reflected in the financial and business records of the Group Companies with respect to Government Contracts and Government Bids are (and have been) in compliance in all material respects with applicable Law. (g) To the extent that any material inventions that constitute Company Intellectual Property were conceived or first actually reduced to practice in performance of a Government Contract, the Group Companies have timely and properly disclosed and elected ownership of each such invention in compliance with the terms of the applicable Government Contract and all applicable government regulations relating to government funded inventions, including 35 U.S.C. § 201-212 and 48 C.F.R. § 52.227. The Group Companies have complied with all data/software rights marking requirements under FAR Parts 27 and 52 and/or DFARS Parts 227 and 252. (h) Except as set forth on Section 3.14(h) of all material Laws or agreements pertaining the Company Disclosure Schedule, none of the Group Companies are a party to such any active Government Contract or that was set-aside under any government socio-economic program (e.g., the U.S. Small Business Administration’s small business set-aside program) and no Government Bid; Bid of a Group Company is pending for any Government Contract set-aside under any government socio-economic program. All of the Group Companies’ representations regarding their size status for each of the Government Contracts awarded since January 1, 2015 and all Government Bids submitted during the same period were accurate and made in accordance with applicable Law. (iiii) all representations and certifications executed, acknowledged or Except as set forth in on Section 3.14(i) of the Company Disclosure Schedule, since January 1, 2015, (i) no Group Company has made any mandatory disclosure or pertaining voluntary disclosure of any impropriety to such Government Contract or Government Bid were complete any Governmental Authority pursuant to FAR Subpart 3.10 that remains unresolved; and correct in all material respects as of their effective date, and Seller and Company (ii) the Group Companies have complied in all material respects with all such representations the requirements set forth in FAR Subpart 3.10 and certifications; FAR 52.203-13, as applicable. (ivj) neither The Company is in compliance with each Organizational Conflict of Interest mitigation plan, currently in effect, submitted by a Group Company in connection with any Material Government Contract. (k) Except as set forth on Section 3.14(k) of the U.S. Government nor any prime contractorCompany Disclosure Schedule, subcontractor or other Person has notified Seller or to the Knowledge of the Company, either in writing since January 1, 2015, none of the Group Companies has been the subject or target of, or received any written or, to their knowledgethe Company’s Knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure oral notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation pending or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: threatened (i) neither Seller nor Company orsubpoena, to their knowledgeinvestigation, any of their respective directors, officers, employees, consultants prosecution or agents is administrative proceeding (or during the last three years has beenother than a bid protest) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating related to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) audit by a Governmental Authority (outside of the immediately preceding sentence or any other damageOrdinary Course of Business). The Company has made available to Parent true and complete copies of all final audit reports in the Group Companies’ possession issued by Governmental Authorities since January 1, penalty assessment2018, recoupment of payment or disallowance of costexcept for those reports relating to Not Disclosable Contracts. (cl) With respect Except as set forth on Section 3.14(1) of the Company Disclosure Schedule, to the BusinessKnowledge of the Company, there exist (i) no outstanding the Group Companies have since January 1, 2018 complied with and are in compliance in all material claims against Seller or Companyrespects with all applicable requirements regarding the safeguarding of information related to their Government Contracts, either by the U.S. Government or by any prime contractorincluding FAR clause 52.204-21, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government BidDFARS clause 252.204-7008 and DFARS clause 252.204-7012; and (ii) no material disputes between Seller or Company and since January 1, 2018 the Group Companies have not experienced any cyber incident that would require reporting to the U.S. Government Department of Defense under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government ContractDFARS clause 252.204-7012. (dm) The Business In the past six (6) years, none of the Group Companies has not been debarred received any written notice from a Governmental Authority regarding any alleged violation or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), potential violation by a Group Company or any director or officer one of Seller or Company in respect its subcontractors of the Business. With respect to the evaluation of any Government Bid made by Seller or CompanyCivil False Claims Act, Procurement Integrity Act, Anti-Kickback Act, Truth in Negotiations Act, Service Contract Act, Buy American Act, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent Trade Agreements Act that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptremains unresolved.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with With respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "and Government Bid"): , except as set forth in the Commission Documents, since December 31, 2021, (i) Seller the Company and Company its Subsidiaries have complied in all material respects with all applicable Laws and contractual requirements, (ii) to the Knowledge of the Company, none of the Company or any of its Subsidiaries is in material terms and conditions violation or breach of such any applicable Laws or contractual requirements governing any Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations the representations, certifications, and certifications executed, acknowledged warranties made by the Company or set forth one of its Subsidiaries in or pertaining to such connection with the Government Contract or Contracts and Government Bid Bids were complete and correct accurate in all material respects as of their effective date, and Seller the Company and Company its Subsidiaries have complied in all material respects with all such representations representations, certifications, and certifications; warranties, and (iv) neither there has not existed any event, condition or omission that would constitute a breach or default, whether by lapse of time or notice or both, by any other Person under any Government Contract. (b) Except as disclosed in the U.S. Commission Documents, since December 31, 2021, (i) none of the Company or any of its Subsidiaries has received written notice of any pending or threatened investigation, prosecution, or civil or administrative proceeding in connection with any Government Contract or Government Bid, and, to the Knowledge of the Company, no such investigation, prosecution, or civil or administrative proceeding or settlement negotiation, or internal investigation is pending or is contemplated by any Governmental Authority; (ii) there have been no document requests, subpoenas, or search warrants involving any of the officers, directors, employees, or agents of the Company or any of its Subsidiaries in connection with any Government Contract or Government Bid; (iii) no Government Contract has been terminated for default or convenience, (iv) none of the Company or any of its Subsidiaries has received any written termination for default notice, cure notice, or show-cause notice from any Governmental Authority or any prime contractor or higher-tier subcontractor that remains unresolved; and (v) none of the Company or any of its Subsidiaries has received notice of any disallowance of costs under any Government Contract and/or assessment of any penalty (whether actual or threatened), nor received in writing any material negative findings in any audit or investigation performed by any Governmental Authority which, in each case, remains unresolved or in dispute. (c) Except as disclosed in the Commission Documents, since December 31, 2021, no Governmental Authority nor any prime contractor, subcontractor or other Person vendor has notified Seller or Company, either asserted in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller initiated any dispute proceeding against the Company or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or its Subsidiaries relating to any Government Contract or Government Bid; and (ii) during , nor is the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth its Subsidiaries asserting in Clause (i) writing any claim or (ii) of the immediately preceding sentence initiating any dispute proceeding directly or indirectly against any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to such party concerning any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation Except as disclosed in the award Commission Documents, since December 31, 2021, none of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director of its Subsidiaries has received any written notice from a Governmental Authority regarding any alleged violation or officer potential violation by the Company, any of Seller its Subsidiaries or Company in respect one of their respective subcontractors of the Business. With respect to the evaluation of any Government Bid made by Seller or CompanyCivil False Claims Act, Procurement Integrity Act, Anti-Kickback Act, Truth in Negotiations Act, Service Contract Act, Buy American Act, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent Trade Agreements Act that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptremains unresolved.

Government Contracts. (a) In addition to the representations and warranties Except as set forth in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): 3.18(a) of the Company Disclosure Schedule: (i) Seller each of the Company and Company have the Subsidiaries has complied in all respects at all times during the last three years with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws any statute, Law, rule or agreements regulation pertaining to such any Government Contract or Government Bid; (iiiii) all representations and certifications executed, acknowledged or set forth in or pertaining made by each of the Company and any Subsidiary with respect to such Government Contract or Government Bid during the last three years were complete and correct accurate in all material respects every respect as of their effective date, and Seller each of the Company and Company have the Subsidiaries has fully complied in all material respects with all such representations and certificationscertifications in all respects; and (iviii) neither as of the U.S. Government nor any prime contractordate hereof, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for or default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; issued and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretoremains unresolved. (b) With respect to Except as set forth in Section 3.18(b) of the BusinessCompany Disclosure Schedule: (i) neither Seller nor Company orthe Company, to their knowledge, its Subsidiaries or any of their respective directors, officers, employees, consultants current or agents former employees is (or during the last three years has been) under any administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of each of the Company and the Subsidiaries; (ii) to the knowledge of the Company, there is no pending U.S. governmental investigation of the Company or any Subsidiary, or any audit of their respective officers, employees or representatives, nor within the last three years has there been any U.S. governmental investigation of Seller the Company or any Subsidiary, or any of their respective officers, employees or representatives resulting in any material adverse finding with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid (other than routine Defense Contract Audit Agency audits); and (iii) during the last three years neither the Company nor any Subsidiary has made any voluntary disclosure in writing to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and . (iic) during Except as set forth in Section 3.18(c) of the last three yearsCompany Disclosure Schedule, neither Seller nor Company has conducted as of the date of this Agreement, there are no outstanding written (or initiated any internal investigation or made a voluntary disclosure to the U.S. GovernmentCompany’s knowledge, with respect to unwritten) claims, allegations, or dispute proceedings that have been asserted against (i) the Company or any alleged irregularityof its Subsidiaries, misstatement by any Governmental Authority or omission arising under any prime contractor, subcontractor or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or vendor relating to any Government Contract or Government Bid that has led to which the Company or any of the consequences set forth in Clause (i) its Subsidiaries is a party or (ii) of by the immediately preceding sentence Company or any other damageof its Subsidiaries against any Governmental Authority, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, or subcontractor or vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Bid to which the Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that of its Subsidiaries is a party to such Government Contractparty. (d) The Business has not been debarred or suspended from participation Except as set forth in Section 3.18(d) of the award Company Disclosure Schedule, the rates and rate schedules submitted to the government of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller America, its agencies and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (instrumentalities with respect to Government Contracts of the Business), Company or any director or officer of Seller or Company in respect Subsidiary have been closed for all years prior to 2002. (e) Each of the Business. With respect to Company and the evaluation Subsidiaries is in compliance in all material respects with all national security obligations, including, without limitation, those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (January 1995). (f) Each of any Government Bid made by Seller or Companythe Company and the Subsidiaries is in compliance in all respects with the Small Business Act of 1958, or by a prime contractor of Seller or Companyas amended, during and the past three yearsregulations promulgated thereunder (collectively, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (orthe “Small Business Act”), to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any the Government Contract in violation Contracts and Government Bids awarded or granted pursuant to a small business set aside or 8(a) program. Each of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant tothe Company and the Subsidiaries has an adequate system of controls and procedures to ensure compliance with the Small Business Act. (g) For purposes of this Section 3.18, the Foreign Corruptfollowing terms shall have the meanings set forth below:

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller (A) The Company and Company have each of its Subsidiaries has complied with in all material terms and conditions of such Government Contract or Government Bid, including respects at all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; times during the last three (ii3) Seller and Company have complied years with all requirements of all material Laws or agreements any Law pertaining to such any Government Contract or Government Bid; (iiiB) all written representations and certifications executed, acknowledged or set forth in or pertaining made by the Company and each of its Subsidiaries with respect to such Government Contract or Government Bid Contracts during the last three (3) years were complete and correct accurate in all material respects as of their the effective datedate of such representations or certifications, and Seller each of the Company and Company have its Subsidiaries has complied with such representations and certifications made or delivered by it in all material respects with all such representations and certificationsrespects; (ivC) neither as of the U.S. Government nor any prime contractordate hereof, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for or default, cure notice or show cause notice has been issued with respect to any Government Contract or Government Bid that remains unresolved; (D) to the Knowledge of the Company, none of the employees of the Company or any of its Subsidiaries is currently (or during the last three (3) years has been) under any administrative, civil or criminal investigation or indictment by any Governmental Authority with respect to the conduct of the business by the Company and its Subsidiaries; (E) to the Knowledge of the Company, there is no pending U.S. governmental investigation of the Company or any of its Subsidiaries, or to the Knowledge of the Company any of its officers, employees or representatives, nor to the Knowledge of the Company within the last three (3) years has there been any material U.S. governmental investigation of the Company or any of its Subsidiaries, or any of its officers, employees or representatives resulting in effect pertaining any material adverse finding with respect to such any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; (viF) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years (3) years, neither the Company nor any of its Subsidiaries has beenmade any voluntary disclosure (as defined in the applicable agency regulations) under administrative, civil or criminal investigation known in writing to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company Authority with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (iiG) during as of the last three yearsdate of this Agreement, neither Seller nor there are no material outstanding written claims that have been asserted against and received by the Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Governmentof its Subsidiaries, with respect to by any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or Governmental Authority relating to any Government Contract or Government Bid to which the Company is a party. (ii) Since January 1, 2003, neither the Company nor any of its Subsidiaries has been suspended or debarred from bidding on contracts or subcontracts for or with any Governmental Authority. Neither the Company nor any of its Subsidiaries has received written notice that a suspension or debarment action with respect to Government Contracts has led been commenced or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any of its respective officers, directors or employees. (iii) During the past three (3) years, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee, or agent of any of the consequences set forth Company or its Subsidiaries, directly or indirectly (A) in Clause violation of any Law, made any contribution, gift, bribe, payoff, influence payment, kickback, or other payment to any domestic governmental official or employee, regardless of form, whether in money, property, or services (iI) to obtain favorable treatment in securing business or personnel or to pay for favorable treatment for business or personnel secured, or (iiII) to obtain special concessions or for special concessions already obtained, for or in respect of the immediately preceding sentence Company or any other damageof its Subsidiaries, penalty assessmentor (B) established or maintained any fund or asset that was required by GAAP or applicable Law to be, recoupment but was not, recorded in the books and records of payment or disallowance of costthe Company and its Subsidiaries. (civ) With respect to Since January 1, 2003 each of the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or Company and its Subsidiaries has complied in all material respects with all requirements of the U.S. most favored customer terms and conditions of its Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government ContractContracts. (dv) The Business has not been debarred or suspended from participation Each of the Company and its Subsidiaries is in the award of contracts compliance in all material respects with the United States Department of Defense or any other Governmental Entity National Industrial Security Program Operating Manual dated January 1995, including “Change One” (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirementsdated July 1997) and “Change Two” (dated February 2001), together with all rules and regulations promulgated thereunder (collectively, “NISPOM”). To the knowledge Knowledge of Seller and the Company, there exist no facts or circumstances that would warrant has never been, nor is there currently pending, any U.S. governmental investigation regarding compliance by the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect its Subsidiaries with NISPOM. As of the Business. With respect to the evaluation date of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (orthis Agreement, to the extent that Knowledge of the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract there is no misconduct in violation of applicable procurement laws NISPOM by any employee of the Company or regulations or in violation ofany of its Subsidiaries who has national security clearance that would cause such employee, at any time after the date of this Agreement, be denied national security clearance at, or requiring disclosure pursuant tosuffer a diminution in, the Foreign Corruptcurrent level of the respective national security clearance held by such employee.

Government Contracts. (a) In addition Schedule 4.23(a) sets forth a list as of the date of this Agreement of each of the ten (10) largest Government Contracts of the DQ Companies based on the aggregate revenues generated by the DQ Companies in respect of each such customer during the fiscal year 2020 for which the period of performance has not yet expired or terminated or final payment has not yet been received (each, a “Material Government Contract”). For each such Material Government Contract, Schedule 4.23(a) identifies the DQ Companies that are a party thereto. Copies of each of the Material Government Contracts have been provided to Parent and Merger Sub. The copies of the Material Government Contracts that have been shared with Parent and Merger Sub are genuine, complete, and accurate. (b) Each Material Government Contract is in full force and effect, and is valid, binding, and enforceable against the applicable DQ Company that is a party thereto, and to the representations Knowledge of the Company, the other parties thereto, in accordance with their terms. To the Knowledge of the Company, each Material Government Contract was awarded in compliance with applicable Law. Except as set forth in Schedule 4.23(b), during the past (3) three years, for each Material Government Contract, the applicable DQ Company has performed, in all material respects, all obligations required to be performed pursuant thereto and warranties is in Section 2.5compliance with all material contract terms and conditions, including those incorporated by reference or operation of applicable Law. During the past three (3) years, neither the DQ Companies, nor, to the Knowledge of the Company, any other counterparty to any Material Government Contract, is or has been in material breach of, or material default under, any Material Government Contract. (c) None of the Material Government Contracts is the subject of any bid or award protest proceeding, and no DQ Company has received written notice that any Material Government Contract is the subject of a bid or award protest proceeding. (d) During the past three (3) years and except as would not reasonably be expected to be material to the DQ Companies, taken as a whole: (i) no Governmental Body has notified the DQ Companies in writing of any actual or alleged material violation or breach of any statute, regulation, representation, certification, Law, disclosure obligation or contract term with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller and Company have complied with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law thereinContract; (ii) Seller and Company have complied with all requirements none of all the DQ Companies has received any material Laws suspension, material stop or agreements pertaining pause work order, written notice to such show cause, or a cure, deficiency, or default notice relating to the Government Contract or Government BidContracts, nor, to the Knowledge of the Company, has any Governmental Body threatened to issue one; (iii) no Government Contract has been terminated for default or cause; (iv) none of the DQ Companies has been threatened in writing with termination for default or cause with respect to any Government Contract; and (v) none of the DQ Companies nor any of their respective current directors or current officers has been suspended or debarred from government contracting, proposed for debarment or suspension from government contracting to the Knowledge of the Company, or has been declared non-responsible or ineligible for contracting with or for any Governmental Body. To the Knowledge of the Company, there are no matters pending that would reasonably be expected to lead to the institution of suspension or debarment proceedings against the DQ Companies nor any of their respective current directors or current officers. (e) During the past three (3) years, (i) all representations and certifications executed, acknowledged or set forth in or executed by the DQ Companies pertaining to such a Government Contract or Government Bid were complete current, accurate and correct complete, in all material respects respects, as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (ivii) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing there are no investigations completed or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject Knowledge of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information underway, by any Governmental EntityBody or any other Person that are reasonably expected to result in a finding of an alleged material irregularity, misstatement, or any audit or investigation omission, (iii) none of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company DQ Companies has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged material irregularity, misstatement, or omission, (iv) none of the DQ Companies has made or been required to make any disclosures to any Governmental Body with respect to any alleged violation, irregularity, misstatement or omission arising under omission, (v) no money due to the DQ Companies in excess of $[Redacted dollar amount] has been withheld or set off and (vi) no Governmental Body has notified the DQ Companies in writing that: (A) any statement or representation made by a DQ Company in any Government Contract or Government Bid, contained on the date so furnished or submitted any untrue statement of material fact, or (B) a DQ Company has submitted to any Governmental Body any inaccurate, untruthful or misleading cost or pricing data, certification, bid, proposal, report, claim or any other information relating to a Government Contract or Government Bid. (f) During the past three (3) years, with respect to the Government Contracts, no Governmental Body has issued a written performance evaluation concerning the DQ Companies that raises a material performance concern. There exists are no irregularity, misstatement or omission arising under or relating outstanding material disputes related to any the Government Contract or Government Bid that has led to Contracts between any of the consequences set forth in Clause (i) or (ii) of DQ Companies, on the immediately preceding sentence one hand, and any Governmental Body or any other damagePerson, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to on the Business, there exist (i) no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third partyhand, arising under or relating to any Government Contract or Government Bid; and . (iig) To the Knowledge of the Company, no material disputes between Seller or Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Bid cites to or relies upon past performance or other independent qualifications of an asset or resource that is excluded from the transactions contemplated by this Agreement or contemplates the use of assets or other resources from the DQ Companies that are not included in the transactions contemplated by this Agreement. (h) No Government Contract, including a task or delivery order, has, or currently projects, fully burdened costs incurred in excess of the Contract price. (i) There are no audits related to the Government Contracts completed or, to the Knowledge of the Company, underway by any Governmental Body that are reasonably expected to result in a finding or recommendation that a DQ Company has make any interest in any pending material payments, refunds, or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor credits to a Governmental Body arising under or relating related to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (dj) The Business During the past three (3) years, and with respect to each Government Contract, no DQ Company has not been debarred required to implement an organizational conflict of interest mitigation plan or suspended been precluded from participation in the award of contracts with the United States Department of Defense doing work under any Government Contract or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements)pending Government Bid as a result of an organizational conflict of interest. To the knowledge Knowledge of Seller and the Company, there exist no facts the consummation of the transactions contemplated by this Agreement will not result in an organizational conflict of interest for any of the DQ Companies or circumstances that would warrant any Government Contract. (k) Schedule 4.23(k) sets forth a list of each Material Government Contract which by its terms or under applicable Law requires the institution Consent of suspension a Governmental Body, or debarment proceedings results in any violation of or the finding of nonresponsibility or ineligibility on the part of Seller default (with respect to the Businessor without notice or lapse of time, or both), Company or any director an event creating rights of acceleration, termination, modification or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Companycancellation, or by a prime contractor loss of Seller or Companyrights, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on for a Government Contract. No payment has been made by Seller or DQ Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation the consummation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupttransactions contemplated by this Agreement.

Government Contracts. (a) In addition to the representations and warranties in Section 2.5, with With respect to each and every Government Contract or bid or proposal which, if acceptedaccepted or successful, would result in a Government Contract (a "“Government Bid"”): (i) Seller the Company and the Company Subsidiaries have complied with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, expressly by reference or by operation of Law Legal Requirement therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective datethe dates made, and Seller the Company and the Company Subsidiaries have complied in all material respects with all such representations and certifications; (iii) all Cost or Pricing Data (as defined in Federal Acquisition Regulation (“FAR”) § 15.401) and other information submitted by Company or any Company Subsidiary in support of the negotiation of Government Contracts or Government Bids, or modifications thereto, or in support of invoicing or requests for payments thereunder, was, as of the date of price, agreement, invoice or payment submission, current, accurate and complete in all material respects and in material compliance with all applicable Legal Requirements; (iv) neither the U.S. Government nor any other Governmental Authority nor any prime contractor, subcontractor or other Person has notified Seller the Company or Companyany Company Subsidiary, either in writing or, to their knowledgethe Company’s Knowledge, orally, that Seller the Company or Company Subsidiary has breached or violated any LawLegal Requirement, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid, including, but not limited to, the Service Contract Act, the Contract Disputes Act, the False Claims Act, the Truth in Negotiations Act, the Defense Base Act, and the Procurement Integrity Act; (v) (A) no termination Government Contract has been terminated for conveniencedefault in the past ten (10) years (or otherwise been terminated in the past five (5) years) and (B) neither Company nor any Company Subsidiary has been notified in writing or, termination to the Company’s Knowledge, orally by the U.S. Government, any other Governmental Authority, any prime contractor, subcontractor or any other Person that any such Government Contract has been terminated, or that any such Person intends to terminate any such Government Contract, for defaultany reason, cure nor has the Company or any Company Subsidiary received any cure, default or similar notice or show cause notice is currently in effect pertaining to any such Government Contract or Government Bid; (vi) no material cost incurred written adverse past performance evaluation or other written negative past performance information (including, but not limited to, a Government Contract suspension, written threat of Government Contract suspension, or Government Contract cure, default or similar notice or show cause notice) has been received by Seller Company or any Company pertaining Subsidiary with respect to any Government Contract that has not been resolved to the written satisfaction of the counterparty to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. GovernmentContract; and (vii) to the Company’s Knowledge, no money due to Seller the Company or any Company Subsidiary pertaining to such Government Contract or Government Bid has been withheld or set off offset nor has any claim been made in writing to withhold or set off money offset money; (viii) to the Company’s Knowledge, there are no reports resulting from financial contract audits or other investigations by the U.S. Government or any other Governmental Authority officials that conclude that the Company or any Company Subsidiary engaged in overcharging or other defective pricing practices or in other practices in violation of the FAR or similar applicable Legal Requirements; (ix) neither Company nor any Company Subsidiary has received written or oral notification of cost, schedule, technical or quality problems that could reasonably be expected to result in claims against Company or a Company Subsidiary (or any successors in interest) by the U.S. Government, any other Governmental Authority, a prime contractor or a higher-tier subcontractor; (x) the Government Contracts have been legally awarded, and Seller no Government Contracts or Government Bids are currently the subject of bid or award protest proceedings, and no bid or award protest has been threatened in writing to be filed, or, to the Company’s Knowledge, otherwise threatened to be filed; and (xi) no Person has notified the Company or any Company Subsidiary that the U.S. Government, any other Governmental Authority, prime contractor or higher-tier subcontractor under any Government Contract intends to seek Company’s or a Company Subsidiary’s agreement to lower rates under any of the Government Contracts or Government Bids, including but not limited to any task order under any Government Bid. Section 3.30(a) of the Company Disclosure Schedule lists all active Government Contracts, and with respect to each such listed Government Contract, Section 3.30(a) accurately lists: (A) the contract name; (B) the contract start date; (C) the customer; (D) the contract end date; and (E) whether the Government Contract is premised on Company’s or Company is entitled Subsidiary’s small business status, small disadvantaged business status, protégé status, women-owned business, service disabled veteran owned business, veteran owned business, or other preferential status, including, without limitation, under Section 8(a) of the Small Business Act. Section 3.30(a) of the Company Disclosure Schedule also separately lists any active Government Contract entered into after the Company or any Company Subsidiary represented to all progress payments received with respect theretothe U.S. Government or other Governmental Authority that issued such Government Contract that the Company or such Company Subsidiary had small business status, small disadvantaged business status, protégé status, women-owned business, service disabled veteran owned business, veteran owned business, or other preferential status, whether or not the award of each such Government Contract was premised on any such preferential status. (b) With respect Except as set forth on Section 3.30(b) of the Company Disclosure Schedule, neither the Company or any Company Subsidiary nor, to the Business: (i) neither Seller nor Company or, to their knowledgeCompany’s Knowledge, any of their respective directors, managers, officers, employees, agents, or consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Companyinvestigation, indictment or information by any Governmental EntityAuthority, or any audit or investigation of Seller the Company or Company Subsidiary with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during . During the last three years, neither Seller Company nor any Company has Subsidiary have conducted or initiated any formal internal investigation or made a voluntary disclosure to the U.S. Government, Government or any other Governmental Authority with respect to any alleged material irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect Except as set forth in Section 3.30(c) of the Company Disclosure Schedule, in the past three (3) years, neither Company nor any Company Subsidiary has engaged in any conduct that would reasonably be expected to the Business, there create in any Government Contract an “Organizational Conflict of Interest” (as defined in FAR Subpart 9.5). (d) There exist (i) no outstanding material claims against Seller disputes with the Company or Companyany Company Subsidiary, either by the U.S. Government or any other Governmental Authority or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid; and (ii) no material disputes between Seller or . None of the Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company Subsidiary has any interest in any pending or potential material claim against the U.S. Government or any other Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. (e) The accounting systems of Company and the Company Subsidiaries meet the requirements of the FAR in all material respects. Schedule 2.23(cSection 3.30(e) of the Company Disclosure Schedules lists and identifies each audit report, including without limitation reports issued by the Defense Contract Audit Agency and any inspector general, and each notice of cost disallowance received by Company or any Company Subsidiary since January 1, 2006 relating to any Government Contract or Government Bid (true, correct and complete copies of which is have been provided to the Purchaser). Since January 1, 2006, no cost in excess of $10,000 or similar group, type or class of costs in excess of $10,000 in the aggregate and which was incurred or invoiced by Company or any Company Subsidiary on any active Government Contract has been disallowed or otherwise been the subject of a formal dispute. Neither Company nor any Company Subsidiary has incurred any material costs on any active cost-reimbursable Government Contract that are not “allowable” costs pursuant to FAR § 31.201-2 (48 CFR § 31.201-2) or any other applicable Legal Requirement. The reserves established by Company or any Company Subsidiary with respect to possible adjustments to the indirect and direct costs incurred by such Person on any active Government Contract are reasonable and are adequate to cover any potential adjustments resulting from audits of any such Government Contract. (f) To the Knowledge of Company, no Government Contract has incurred or currently under audit projects losses or cost overruns in an amount exceeding $50,000. (g) Except as set forth in Section 3.30(g) of the Company Disclosure Schedule, neither Company nor any Company Subsidiary has assigned or otherwise conveyed or transferred, or agreed to assign, to any Person, any Government Contracts, or any account receivable relating thereto, whether as a security interest or otherwise. (h) Except as set forth in Section 3.30(h)(i) of the Company Disclosure Schedule, neither Company nor any Company Subsidiary has violated any United States or foreign import or export laws or regulations, or been the subject of an investigation or other inquiry by any the U.S. Government or any other Governmental Authority. Except as set forth in Section 3.30(h)(ii) of the Company Disclosure Schedule, neither Company nor any Company Subsidiary has been subject to civil or criminal penalties imposed by the U.S. Government or any other Person that is Governmental Authority, or made a party voluntary disclosure with respect to such Government Contractviolations or alleged violations of said laws or regulations. Except as set forth in Section 3.30(h)(iii) of the Company Disclosure Schedule, Company and the Company Subsidiaries (and the Current Company Business) have complied in all material respects with, and are in compliance in all material respects with, all export control Laws and all U.S. Anti-Boycott Laws. (di) The Business Neither Company nor any Company Subsidiary, nor, to the Company’s knowledge, any of their respective Affiliates, directors, managers, officers, employees, or agents, or any “Principal” (as defined in FAR 52.209-5) of the Company or any Company Subsidiary, is or has not been debarred the subject of a debarment, suspension or suspended exclusion from participation in programs funded by any Governmental Authority or in the award of contracts with any Government Contract, nor are any of them listed on the United States Department List of Defense Parties Excluded from Federal Procurement and Nonprocurement Programs (“Listing”), nor, to the Company’s knowledge, has any such debarment, suspension or exclusion proceeding or proposed Listing been initiated in the past seven (7) years. Neither Company nor any other Company Subsidiary has received a written determination by a Governmental Entity Authority that the Company or a Company Subsidiary is non-responsible or ineligible for award of a Government Contract within the past seven (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements)7) years. To the knowledge of Seller and Company’s knowledge, there no circumstances exist no facts or circumstances that would be reasonably expected to warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), against Company or any director Company Subsidiary, or officer of Seller or Company in respect any of the Business. With respect to respective Affiliates, directors, managers, officers or employees of the evaluation Company or any Company Subsidiary, or any Principal of the Company or any Government Bid made by Seller Company Subsidiary, in connection with the performance of duties for or on behalf of Company, any Company Subsidiary or by a prime contractor any of Seller their respective Affiliates. (j) The appropriate employees of Company and the Company Subsidiaries possess all United States Government security clearances required to perform the applicable Government Contracts of the Company or Company, during any Company Subsidiary (“Security Clearances”) and Company and the past three years, there has been no adverse finding made by Company Subsidiaries possess all facility security clearances required to perform the applicable Government Contracts of the Company or any Governmental Entity concerning Seller's Company Subsidiary (“Facility Security Clearances”) and (i) the subcontractor(s) and independent contractor(s) of Company and the Company Subsidiaries possess all necessary security clearances required to perform the applicable Government Contracts of the Company or Company's past performance on a Government Contract. No payment has been made by Seller or any Company Subsidiary; (or, ii) except to the extent disclosure thereof is prohibited by applicable Legal Requirements, Section 3.30(j) of the Company Disclosure Schedule sets forth a true and complete list of all Facility Security Clearances (by category only) held by Company or any Company Subsidiary and all personnel Security Clearances held by the employees of the Company or any Company Subsidiary to the extent held or required in connection with the conduct of the business of the Company or any Company Subsidiary. The clearances set forth on Section 3.30(j) of the Company Disclosure Schedule are all of the Facility Security Clearances and personnel Security Clearances reasonably necessary to conduct the current business of Company and the Company Subsidiaries, all such Security Clearances and Facility Security Clearances are valid and in full force and effect, and Company and the Company Subsidiaries are in compliance with all material requirements of the National Industrial Security Program Operating Manual. (k) Section 3.30(k) of the Company Disclosure Schedule sets forth for those Government Contracts which collectively comprise at least 97% of the revenue of the Company and the Company Subsidiaries for the twelve months ended June 30, 2010, the dollar amount of funded backlog and unfunded backlog of Company and the Company Subsidiaries, as the case may be, thereunder as of such date (calculated by the Company consistent with past practice) and the name of the customer. All of the Government Contracts constituting the backlog of the Company or any Company Subsidiary (i) were entered into in the ordinary course of business of Company and the Company Subsidiaries consistent with past practice and (ii) for such contracts, management of the Company believes in good faith that such Government Contracts are capable of performance in accordance with the same might result in any liability on terms and conditions of each such Government Contract by Company and the part Company Subsidiaries without a total contract loss (without consideration of Seller general and administrative expenses). (l) Section 3.30(l) of the Company Disclosure Schedule identifies all personal property, equipment and fixtures loaned, bailed or Company, otherwise furnished to the Company by any person or on behalf of Seller the U.S. Government or Company) in connection with any other Governmental Authority (the “Government Furnished Items”), the current locations thereof and the Government Contract pursuant to which such Government Furnished Items were issued. Company and the Company Subsidiaries have complied in violation all material respects with all of their respective obligations relating to the Government Furnished Items and, upon the return thereof to the applicable procurement laws Governmental Authority in the condition thereof on the date hereof, would have no liability to the U.S. Government or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptany other Governmental Authority with respect thereto.

Government Contracts. (ai) In addition to the representations and warranties Except as set forth in Section 2.5Schedule 4.11(d), with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller and Company have complied with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; Bid to which Seller is a party: (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iiiA) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid made by Seller were complete and correct accurate in all material respects as of their effective date, and Seller has fully complied with such representations and Company have complied certifications in all material respects with all such representations and certificationsrespects; (ivB) to the knowledge of Seller, no material termination or default, cure notice, or show cause notice has been issued and remains unresolved, and no material event, condition, or omission has occurred or exists that would constitute grounds for such action; (C) neither the U.S. Government a Governmental Authority nor any prime contractor, subcontractor subcontractor, vendor, or other Person third party has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any applicable Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (viiD) to the knowledge of Seller, no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretooff. (bii) With respect Except as set forth in Schedule 4.11(d): (A) to the Business: (i) neither Seller nor Company orknowledge of Seller, to their knowledge, any none of their respective directors, the officers, employees, consultants Affiliates, consultants, agents, or agents representatives of Seller is (or during the last three four years has been) under any administrative, civil civil, or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of Seller; (B) to the knowledge of Seller, or any there is no pending audit or investigation of Seller or Company any of its officers, employees, Affiliates, consultants, agents, or representatives resulting in any material adverse finding with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; (C) to the knowledge of Seller, no cost incurred by Seller pertaining to any Government Contract or Government Bid is the subject of an investigation or has been disallowed by a Governmental Authority; and (iiD) during the last three four years, neither Seller nor Company has conducted or initiated not made any internal investigation or made a voluntary disclosure to the U.S. Government, any Governmental Authority with respect to any material alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularitymisstatement, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences Bid. (iii) Except as set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damageSchedule 4.11(d), penalty assessment, recoupment of payment or disallowance of cost. (c) With with respect to the Businesseach Government Contract and bid or proposal in response to a solicitation with respect to a Government Bid to which Seller is a party, there exist are, to the knowledge of Seller: (iA) no outstanding material claims against Seller or CompanySeller, either by the U.S. Government a Governmental Authority or by any prime contractor, subcontractor, vendor vendor, or other third party, arising under or relating to any Government Contract or Government Bid; and (iiB) no material outstanding disputes between Seller, on the one hand, and any Governmental Authority, on the other hand. Except as disclosed in Schedule 4.11(d), to the knowledge of Seller, no event, condition, or omission has occurred that would constitute grounds for a claim or a dispute under clauses (A) or (B) of the immediately preceding sentence. Except as disclosed in Schedule 4.11(d), to the knowledge of Seller, Seller has no interest in any pending or Company and the U.S. Government potential claim under the Contract Disputes Act against any Governmental Authority of the U.S. government or any other Federal statute or between Seller or Company and any prime contractor, subcontractor subcontractor, or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (div) The Business has not been debarred or suspended from participation Except as disclosed in Schedule 4.11(d), to the award knowledge of contracts with the United States Department Seller, none of Defense Seller or any other of its officers, employees, Affiliates, consultants, agents, or representatives is (or during the last four years has been) suspended or debarred from doing business with any Governmental Entity Authority or is (excluding or during the last four years was) the subject of a finding of noncompliance, non-responsibility, or ineligibility for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements)contracting with any Governmental Authority. To the knowledge of Seller and CompanySeller, there no valid basis or specific circumstances exist no facts or circumstances that would warrant with the institution passage of time could reasonably be expected to result in the suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer disbarment of Seller or Company in respect any of the Business. its officers, employees, Affiliates, consultants, agents, or representatives from bidding on contracts or subcontracts for or with any Governmental Authority. (v) With respect to the evaluation of any all Government Bid made by Contracts to which Seller or Company, or by is a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (orparty, to the extent that applicable thereto and except as set forth in Schedule 4.11(d) (and further limited to the same might result knowledge of Seller with respect to any period prior to March 6, 2000): (A) the rates and rate schedules submitted to any Governmental Authority of the U.S. government have been closed for all years prior to 1999; (B) Seller is in compliance in all material respects with all national security obligations, including those specified in the National Industry Security Program Operating Manual, DOD 5220.22-M (January 1995); (C) Seller has reached agreement with appropriate representatives of the Governmental Authority approving and closing all indirect costs charged to Government Contracts for each of the years in the period 1997-2001, and those years are closed; (D) Seller is not subject to any liability forward pricing rate agreements; (E) all of the product or service warranties and guarantees extended by Seller currently in effect are contained therein, there have not been any modifications to or deviations from such warranties and guarantees and no written claims, or claims threatened in writing, exist against Seller with respect to such warranties and guarantees; (F) all reports, documents, and notices required to be filed, maintained, or furnished with or to any Governmental Authority by Seller have been so filed, maintained or furnished and all such reports, documents, and notices were complete and correct in all material respects on the part date filed or furnished; (G) Seller is not aware of Seller or Companyany costs, by any person on behalf of Seller or Company) in connection with any Government Contract work-in-progress, with respect to which there is any reason to believe will not be covered by the current contract price; (H) Seller is in violation compliance with all aspects of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptCorrupt Practices Act of 1977 and the Anti-Kickback Act and, to the knowledge of Seller, there is no basis for any claim to be brought against Seller under either the Foreign Corrupt Practices Act or the Anti-Kickback Act; (I) to the knowledge of Seller, Seller has never received a negative performance rating on any Government Contract; and (J) to the knowledge of Seller, within the five years preceding the Closing Date, Seller has not received any notice of deficiency from any Governmental Authority in any area of service or production.

Government Contracts. (a) In addition Seller has provided or made available to Buyer (i) true and complete copies of all Government Contracts and Government Bids including all material modifications, statements of work purchase orders, task orders and delivery orders issued under such Government Contracts, and (ii) true and complete copies of all audit reports issued to the representations and warranties in Section 2.5Group Companies by a Governmental Entity or other counterparty to a Government Contract since January 1, with 2021. (b) With respect to each and every active Government Contract or bid which, if accepted, would result in a Government Contract (a "and each Government Bid"): : (i) Seller and Company the Group Companies have complied with all material terms and conditions of such Government Contract or Government Bid, thereof (including all clauses, those applicable provisions and requirements incorporated expressly, by reference or by operation of Law thereinreference); (ii) Seller and Company the Group Companies have complied with all requirements applicable Laws pertaining thereto; (iii) no Governmental Entity, prime contractor, subcontractor or any other Person has notified the Company or its designated Representatives of all material Laws an actual or agreements alleged breach or violation of any requirement, obligation, contract term, or applicable Law pertaining to such active Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or notice, show cause notice, notice is currently in effect pertaining to such Government Contract of cost disallowance, payment withholding, or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid setoff has been formally questioned or challenged, is issued to the subject of any investigation or has been disallowed by the U.S. GovernmentGroup Companies and remains unresolved; and (viiv), since January 1, 2021, no negative past performance evaluation or negative determination of responsibility has been received by the Group Companies. Since January 1, 2018, the Group Companies have not made or been required to make any voluntary or mandatory disclosure (including under FAR 52.203-13(b)(3)(i)) no money due to Seller or Company pertaining any Governmental Entity relating to such the Government Contract Contracts or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto. (b) With respect to the Business: (i) neither Seller nor Company or, to their knowledge, any of their respective directors, officers, employees, consultants or agents is (or during the last three years has been) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of costBids. (c) With respect to the Business, there exist (i) There are no outstanding material claims against Seller or Company, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract Contracts or Government Bid; and Bids (ii) no material disputes between Seller or Company and the U.S. mitigation plans under such Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract Contracts or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against Bids) that include terms that restrict the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility Company’s ability to bid on certain or perform work on future contracts due to generally applicable bidding requirementsor programs or for specific periods of time based upon “organizational conflicts of interest,” as defined in FAR Subpart 9.5 (“OCI”). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect The Group Companies are not currently subject to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign CorruptOCI mitigation plans.

Government Contracts. (a) In addition A true and correct list of each Government Contract and Government Bid to which the Company or any of its Subsidiaries is a party is set forth in Schedule 3.26(a). Prior to the representations Closing Date, the Company shall amend Schedule 3.26(a) to include a true and warranties in Section 2.5, with respect to correct list of each and every Government Contract and Government Bid which is entered into by the Company or bid whichany of its Subsidiaries between the date of this Agreement and the Closing Date. (b) Except as set forth in Schedule 3.26(b), if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller the Company and Company have each of its Subsidiaries has fully complied with all material terms and conditions of each Government Contract and Government Bid to which it is a party, (ii) the Company and each of its Subsidiaries has complied with all requirements of any Law pertaining to any such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (ii) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining made by the Company and each of its Subsidiaries with respect to any such Government Contract or Government Bid were accurate, current and complete and correct in all every material respects respect as of their effective date, and Seller the Company and Company have each of its Subsidiaries has fully complied in all material respects with all such representations and certifications; certifications in all material respects, (iv) neither the U.S. Government Company nor any prime contractorof its Subsidiaries is in violation of, subcontractor or is currently alleged to be in violation of, the False Statements Act, as amended, the False Claims Act, as amended, or any other Person has notified Seller federal requirement relating to the communication of false statements or Companysubmission of false claims to the Government, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; and (v) no termination for convenience, termination for defaultor default notice, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned issued to the Company or challengedany of its Subsidiaries and remains unresolved, is and the subject Company has no Knowledge of any investigation plan or has been disallowed by the U.S. Government; and (vii) no money due proposal of any Governmental Authority or Person to Seller or Company pertaining to issue any such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect theretonotice. (bc) With respect to the Business: Except as set forth in Schedule 3.26(c), (i) neither Seller nor none of the directors or officers of the Company or its Subsdiaries or, to their knowledge, any the Knowledge of their respective directors, officersthe Company, employees, consultants or agents is (of the Company or its Subsidiaries is, or during the last three five (5) years has been) , under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental EntityAuthority with respect to the conduct of the business of the Company or its Subsidiaries, or any (ii) there is no pending, nor during the past five (5) years has there been any, audit or investigation of Seller the directors or officers of the Company or its Subsidiaries or, to the Knowledge of the Company, employees, consultants or agents of the Company or its Subsidiaries resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; , and (iiiii) during the last three five years, neither Seller the Company nor Company any of its Subsidiaries has conducted or initiated made any internal investigation or made a voluntary disclosure in writing to the U.S. Government, Government or any other Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Governmental Contract or Government Bid that has led to any of the consequences set forth in Clause clause (i) or (ii) of the immediately preceding sentence above or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (cd) With respect to the BusinessExcept as set forth in Schedule 3.26(d), there exist are (i) no outstanding material written claims against Seller or the Company, either by any Governmental Authority, the U.S. Government or by any prime contractor, subcontractor, vendor or other third partyPerson, arising under or relating to any Government Contract or Government Bid; , and (ii) to the Company's Knowledge, no material outstanding disputes (A) between Seller the Company or Company any of its Subsidiaries, on the one hand, and the U.S. Government or any Governmental Authority, on the other hand, under the Contract Disputes Act or any other Federal federal statute or (B) between Seller the Company or Company any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor subcontractor, vendor or vendor other Person, on the other hand, arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (de) The Business has not been debarred or suspended from participation Except as set forth in Schedule 3.26(e), the award of contracts with rates and rate schedules submitted to the United States Department of Defense or Government and any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To Authority by the knowledge of Seller and Company, there exist no facts Company or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (its Subsidiaries with respect to the BusinessGovernment Contracts have been audited and closed out for all years prior to 1997. (f) Except as set forth in Schedule 3.26(f), Company or all Government Contracts that are required to be subject to competitive bidding procedures have been awarded, and all Government Bids have been submitted, under a full and open competitive procurement process without preferential treatment of any director or officer of Seller or Company in respect kind. None of the Business. With respect Government Contracts listed on Schedule 3.26(f) are subject to the evaluation of any Government Bid made by Seller or Company, or termination by a prime contractor Governmental Authority as a result of Seller or Company, during the past three years, there has been no adverse finding made consummation of the transactions contemplated by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to this Agreement and the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corruptother Transaction Documents.

Government Contracts. (a) In addition to Section 3.7(a)(vi) of the representations and warranties in Section 2.5Company Schedules sets forth a list, with respect to as of the date of this Agreement, of each and every Government Contract or bid which, if accepted, would result in to which any Group Company is a party. The Company has made available to Rotor each of the Government Contract Contracts listed on Section 3.7(a)(vi) of the Company Schedules (a "Government Bid"): (i) Seller and Company have complied with all material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions related task orders and requirements incorporated expressly, by reference or by operation of Law therein; (iidelivery orders) Seller and Company have complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or each outstanding Government Bid were complete and correct in all material respects as of their effective datewhich has not been accepted or rejected since January 1, and Seller and Company have complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Seller or Company, either in writing or, to their knowledge, orally, that Seller or Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Company pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to Seller or Company pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Company is entitled to all progress payments received with respect thereto2021. (b) With respect to each such Government Contract and Government Bid referenced in Section 3.25(a), or for each Government Contract for which final payment has been received by any Group Company in the Business: past three (3) years, (i) neither Seller nor all representations and certifications applicable to such Government Contracts and associated bids or proposals were accurate in all material respects when made and have been updated as legally required; (ii) each Group Company orhas complied in all material respects with all terms and conditions of such Government Contract; and (iii) the Company complied in all material respects with all requirements of applicable Law. (c) No Group Company has credible evidence (i) that a Principal, Employee, Agent, or Subcontractor (as such terms are defined in FAR 52.203-13(a)) of the Company has committed a violation of federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code or a violation of the civil False Claims Act; or (ii) of any significant overpayment(s) on any Government Contracts, and the Company has not conducted, and is not currently conducting, an investigation to their knowledge, any determine whether credible evidence exists of their respective directors, officers, employees, consultants such a violation or agents is (or during overpayment. During the last three years has been(3) under administrative, civil or criminal investigation known to Seller or Company, indictment or information by any Governmental Entity, or any audit or investigation of Seller or Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid; and (ii) during the last three years, neither Seller nor no Group Company has conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government, any Governmental Entity with respect to any alleged material irregularity, misstatement or omission arising under or relating to a Government Contract or Government BidBid that would reasonably be expected to give rise to (A) liability under the federal False Claims Act, (B) a claim for price adjustment under 41 U.S.C. chapter 35, Truthful Cost or Pricing Data, or (C) any request for a reduction in the price of any Government Contract. (d) All invoices submitted by any Group Company with respect to Government Contracts were accurate in all material respects, and any required adjustments have been promptly credited and reported to the applicable customer and recorded in the financial records of the relevant Group Company. (e) The Company qualifies as a “small business” pursuant to the Small Business Innovation Research program eligibility requirements. There exists No Group Company has represented itself as a small disadvantaged business, a woman-owned small business, a veteran owned small business, a service disabled veteran owned small business, a HUBZone small business, or a Section 8(a) business in connection with any Government Bid or Government Contract, nor claimed nor been awarded a Government Contract because of such status or other preferred bidder status. (f) Neither a Group Company nor any of its respective Principals (as that term is defined by 48 C.F.R. § 2.101), nor to the knowledge of the Company, any employee of any Group Company, has been suspended, debarred, or otherwise excluded from contracting with a Governmental Entity or been notified in writing of any proposed suspension, debarment or exclusion or received any show cause notice from a suspending, debarring or excluding official. (g) In the last three (3) years, no irregularityGroup Company entity has received or been provided written (nor to the Company’s knowledge, misstatement any oral) cure notice, show cause notice, notice of investigation or omission audit by a Governmental Entity (other than routine audits). Neither any Governmental Entity nor any prime contractor, subcontractor or other Person or entity has notified any Group Company, in writing, or, to the Knowledge of the Company, orally, that the Company has breached or violated in any material respect any Law, certification, representation, clause, provision or requirement pertaining to any Government Contract. To the knowledge of the Company, there are no facts that would reasonably be expected to lead to the institution of an investigation or audit of any Group Company by a Governmental Entity related to performance of any Government Contract to which any Group Company is or has been a party (other than routine audits). No Company Group entity has received any written notice or, to the Company’s knowledge, oral notice of termination for convenience or default of any Government Contract, in whole or in part and, to the Company’s knowledge, no such termination has been threatened. (h) In the last three (3) years, there have been (i) no outstanding material claims, contract disputes, or requests for equitable adjustment against any Group Company by any Governmental Entity or by any prime contractor, higher or lower tier subcontractor, vendor or other third party arising under or relating to any Government Contract or Government Bid that has led to any of the consequences set forth in Clause (i) or and (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) With respect to the Business, there exist (i) no outstanding material claims against Seller disputes between any Group Company on the one hand, and a Governmental Entity on the other hand, under the Contract Disputes Act or Companybetween any Group Company on the one hand, either by the U.S. Government or by and any prime contractor, higher or lower tier subcontractor, vendor or other third partyparty on the other hand, arising under or relating to any such Government Contract or Government Bid; . (i) In the last three (3) years, no costs incurred by any Group Company in excess of $250,000 have been formally disallowed as a result of a written finding or determination by a Governmental Entity, and (ii) no material disputes between Seller Governmental Entity has withheld or setoff or attempted to withhold or setoff, an amount in excess of $250,000 otherwise due or payable to the Company and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Seller or Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither Seller nor Company has any interest in any pending or potential claim against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Schedule 2.23(c) identifies each Government Contract which is currently under audit by the U.S. Government or any other Person that is a party to such Government Contract. (d) The Business has not been debarred or suspended from participation in the award of contracts with the United States Department of Defense or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). To the knowledge of Seller and Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller (with respect to the Business), Company or any director or officer of Seller or Company in respect of the Business. With respect to the evaluation of any Government Bid made by Seller or Company, or by a prime contractor of Seller or Company, during the past three years, there has been no adverse finding made by any Governmental Entity concerning Seller's or Company's past performance on a Government Contract. No payment has been made by Seller or Company (or, to the extent that the same might result in any liability on the part of Seller or Company, by any person on behalf of Seller or Company) in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt