Common use of Government Contracts Clause in Contracts

Government Contracts. With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. With respect to each Government Contract Except as has not resulted in and would not result in a Company Material Adverse Effect, and since January 1, 2021: (as defined belowa) to which Neither the Company or nor any of its Subsidiaries is currently a party or has received final payment within three years prior nor, to the date hereof and to each Government Bid Company’s knowledge, any of their respective officers, agents or Principals (as defined below) in FAR 2.101 and except as disclosed 52.209-5), have been debarred or suspended (or, to the Company’s knowledge, proposed for suspension or debarment), or determined by a Governmental Entity to be nonresponsible or otherwise excluded from participation in the Registration Statement, the Pricing Disclosure Package and the Prospectus: award of any Company Government Contract. (ib) Neither the Company and each nor any of its Subsidiaries has complied and is in compliance in all materially breached or violated, or received written notice of any material respects with all material breach or violation, any Laws, terms and conditions conditions, certifications, representations, clauses, provisions, and requirements of each any Government Contract and Government Bid. To the knowledge of the Company, including all incorporated clausesnone of the Company’s subcontractors, provisionssuppliers, certificationsteaming partners, representationsconsultants, requirementsagents, schedules, attachments, regulations and or representatives has violated any applicable laws, including without limitation the Truth Law in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects connection with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such any Government Contract or Government Bid; Bid which would have a Company Material Adverse Effect. (c) Except as would not have a Company Material Adverse Effect, and except for any audit or investigation of a Company Government Contract or Company Government Bid in the ordinary course of business (iii) neither the U.S. Government or Canadian Governmentwhether conducted pursuant to Law, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or contractual requirement, except as would notor otherwise), individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United Statesi) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by neither the Company or nor any of its affiliates Subsidiaries has undergone and is not currently undergoing any audit, review, inspection, survey, examination of records, or investigation related to any Company Government Contract or Company Government Bid; (including its subsidiaries)ii) there have been no written document requests, whichsubpoenas, if acceptedsearch warrants, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between civil investigative demands addressed to or requesting information from the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described Company Government Contracts or Company Government Bids; (iii) neither the Company nor any of its Subsidiaries has made or been required to make any voluntary or mandatory disclosure to any U.S. Governmental Entity with respect to evidence or existence of any alleged, suspected, or possible breach, violation, irregularity, mischarging, misstatement, or other act or omission; and (iv) neither the Company nor any of its Subsidiaries has made any payment, directly or indirectly, to any person in clause violation of applicable Law, including Laws relating to bribes, gratuities, kickbacks, lobbying expenditures, political contributions, and contingent fee payments. (Ad) Neither the Company nor any of the Company Subsidiaries has received any notice of termination for default, written cure notice, show cause notice alleging any material breach or clause (B) above, on the other hand. A task, purchase or delivery order under related to a Government Contract shall not constitute a separate material non-performance that has been issued and remains unresolved for any Company Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. With In connection with the Transferred Businesses: (a) Since January 1, 2003, (i) neither any Transferred Entity nor, with respect to each Government Contract (as defined below) to which the Company AMC-23 Business, SES or any of its Subsidiaries is currently Affiliates, has been debarred or suspended from participation in the award of Contracts by a party or has received final payment within three years prior Governmental Entity; and (ii) to the date hereof and knowledge of SES, there exist no facts or circumstances that would reasonably warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of any Transferred Entity. (b) Neither any Transferred Entity nor, with respect to each the AMC-23 Business, SES or any of its Affiliates or, to the knowledge of SES, any of the directors, officers, employees, consultants or agents of any Transferred Entity is, or since January 1, 2003 has been, under any Governmental Investigation, indictment or information by any Governmental Entity with respect to any alleged act or omission arising under or relating to any Government Bid Contract or Government Subcontract. (as defined belowc) and except as disclosed in the Registration StatementSince January 1, the Pricing Disclosure Package and the Prospectus: 2003, (i) to the Company knowledge of SES, all test and each inspection results provided by any Transferred Entity or, with respect to the AMC-23 Business, SES or any of its Subsidiaries has complied Affiliates to any Governmental Entity pursuant to any Government Contract or Government Subcontract or to any other Person pursuant to a Government Contract or Government Subcontract were complete and is in compliance correct in all material respects with all material terms as of the date so provided 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company Transferred Entities and each of SES and its Subsidiaries has Affiliates with respect to the AMC-23 Business, have complied in all material respects with all material requirements respect to the provision of statute, rule, regulation, order such test and inspection results to any Governmental Entity or agreements with the U.S. Government pertaining to, and as applicable, such to any other Person pursuant to a Government Contract or Government Bid; Subcontract as required by applicable Law and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge terms of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a applicable Government Contract shall not constitute a separate or Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesSubcontract.

Government Contracts. With respect to each Government Contract (as defined belowa) to which Neither the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has (i) breached or violated in any statute, rule, regulationmaterial respect any Law, certification, representation, clause, provision or requirement, except as would not, individually requirement pertaining to any Government Contract; (ii) been suspended or in the aggregate, have debarred from bidding on government contracts by a Material Adverse ChangeGovernmental Entity; and (iii) been audited or investigated by any Governmental Entity with respect to any Government Contract; (iv) conducted or initiated any internal investigation or made any disclosure with respect to any alleged or potential material irregularity, misstatement or omission arising under or relating to a Government Contract; (v) received from any Governmental Entity or any other Person any written notice of breach, cure, show cause or default with respect to any Government Contract; (vi) had any Government Contract terminated by any Governmental Entity or any other Person for default or failure to perform; (vii) received any small business set-aside contract, any other set aside contract or other order or contract requiring small business or other preferred bidder status or (viii) entered any Government Contracts payable on a cost-reimbursement basis. (b) The Company and the knowledge Subsidiaries have established and maintained in all material respects adequate internal controls for compliance with their respective Government Contracts. All invoices and claims for payment, reimbursement or adjustment submitted by the Company and its Subsidiaries were current, accurate and complete in all material respects as of their respective submission dates. There are no material outstanding claims or disputes in connection with any of the Company’s or any of its Subsidiaries’ Government Contracts. To the Knowledge of the Company, there are no reasonable basis exists to give rise to a material claim outstanding or unsettled allegations of fraud, false claims or overpayments nor any investigations or audits by a any Governmental Entity for fraud (as such concept is defined under the state or federal laws with regard to any of the United States) in connection with any such Company’s or its Subsidiaries’ Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesContracts.

Government Contracts. (i) With respect to each Bid, Company Government Contract, and Company Government Subcontract: (1) each such Company Government Contract (as defined below) to which the or Company or any of its Subsidiaries is currently a party or has received final payment within three years prior Government Subcontract was, to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration StatementCompany’s knowledge, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied legally awarded, and is in compliance in all material respects with all material full force and effect except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles; provided that for purposes of this Section 3.17(d)(i)(1), the terms and conditions of each Company Government Contract and Company Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation Subcontract shall not include any Bids; ("FAR"), and the Cost Accounting Standards, as applicable; (ii2) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to (A) a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any Company Government Contract or Company Government Subcontract or under the United States False Claims Act or the United States Procurement Integrity Act, or (B) a claim under the United States Truth in Negotiations Act; (3) neither the United States government nor any prime contractor, subcontractor or other Person has notified the Company that the Company has, or may have, breached or violated in any respect any law, certification, representation, clause, provision or requirement pertaining to such Company Government ContractContract or Company Government Subcontract, and all facts set forth or acknowledged by any representations, claims or certifications submitted by or on behalf of the Company in connection with such Company Government Contract or Company Government Subcontract were current, accurate and complete in all material respects on the date of submission; (4) the Company has not received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice (or, in the case of Contracts governed by laws other than the state or federal laws of the United States, the functional equivalents thereof, if any) pertaining to such Company Government Contract or Company Government Subcontract, and the Company is not aware of any basis for any such notice; (5) no payment due to the Company pertaining to such Company Government Contract or Company Government Subcontract has been withheld or set off, and the Company is entitled to all progress or other payments received to date with respect thereto; and (6) the Company has complied with all requirements of such Company Government Contract or Company Government Subcontract and any law relating to the safeguarding of, and access to, classified information (or, in the case of Contracts governed by laws other than the state or federal laws of the United States, the functional equivalent thereof, if any). (ii) Neither the Company, nor, to the knowledge of the Company, any of the directors, officers, employees, consultants or agents of the Company, is, or has been (i) the subject of any audit or investigation by the Company, in each case, with respect to any alleged violation of law or Contract arising under or relating to any Company Government Contract or Company Government Subcontract, or (ii) debarred or suspended, or proposed for the debarment or suspension, or received notice of actual or proposed debarment or suspension (or for purposes of this Agreementclause (ii), "Government Bid" means in the case of Contracts governed by laws other than the state or federal laws of the United States, the functional equivalents thereof, if any), from participation in the award of any offer made by Contract with any Governmental Entity. To the Company knowledge of the Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company, or any of its affiliates respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Entity. (iii) The Company has not received notice of any (i) outstanding claims (including its subsidiaries)claims relating to bid or award protest proceedings (or, whichin the case of Company Government Contracts or Company Government Subcontract governed by laws other than the state or federal laws of the United States, the functional equivalents thereof, if acceptedany)) against the Company, would result in a Government Contract; "Government Contract" means either by any contractGovernmental Entity or by any prime contractor, including any arrangementsubcontractor, joint venture, basic ordering agreement, pricing agreement, letter agreement vendor or other similar arrangement Person, arising under or relating to any Company Government Contract or Company Government Subcontract, or (ii) outstanding claims or requests for equitable adjustment (or, in the case of any kindCompany Government Contracts or Company Government Subcontract governed by laws other than the state or federal laws of the United States, the functional equivalent thereof, if any) or disputes (including claims, requests and formal disputes relating to bid or award protest proceedings) between the Company or any of its subsidiaries Company, on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) abovegovernment, on the other hand. A task, purchase under the United States Contract Disputes Act, as amended, or delivery order any other law, or between the Company, on the one hand, and any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under a or relating to any Company Government Contract shall or Company Government Subcontract. The Company has not constitute a separate received any adverse or negative past performance evaluations or ratings in connection with any Company Government Contract, for purposes of this definition, but shall be part of the Company Government Subcontract or other Contract to which it relateswith a Governmental Entity.

Government Contracts. (i) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR")Company Government Contract, and the Cost Accounting Standards, as applicable; Company Government Subcontract: (iiA) the each such Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Company Government Bid; and Subcontract, to the knowledge of the Company, was legally awarded; (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (ivB) to the knowledge of the Company, no reasonable basis exists to give rise to (1) a material claim by a Governmental Entity for fraud fraud, or (as such concept is defined 2) any claim under the United States False Claims Act, the United States Procurement Integrity Act, or the United States Truth in Negotiations Act and neither the United States government nor any prime contractor, subcontractor or other Person has notified the Company that the Company or any of its Subsidiaries has, or may have, breached or violated in any respect any law, certification, representation, clause, provision or requirement pertaining to such Company Government Contract or Company Government Subcontract; and (C) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity, prime contractor, subcontractor, or other third party of any outstanding claims against the Company or any of its Subsidiaries, requests for equitable adjustment, notification of disputes under the United States Contract Disputes Act, as amended, or any other law, notice of termination for convenience, notice of termination for default, cure notice, or show cause notice and the Company has no knowledge of any basis for any such notice and no cost incurred by the Company or any of its Subsidiaries or payment due pertaining to such Company Government Contract or Company Government Subcontract has been questioned or challenged, is the subject of any audit, has been withheld or set off, or, to the knowledge of the Company, investigated or has been disallowed by any Government Entity, and the Company or its Subsidiaries is entitled to all progress or other payments received to date with respect thereto. (ii) To the knowledge of the Company, facts set forth or acknowledged by any representations, claims or certifications submitted by or on behalf of the Company or any Subsidiary in connection with such Company Government Contract or Company Government Subcontract were current, accurate and complete in all material respects on the date of submission and the Company or any of its Subsidiaries has not, in connection with any Bid, Company Government Contract, or Company Government Subcontract, received any adverse or negative past performance evaluations or ratings. (iii) None of the Company or its Subsidiaries, nor, to the knowledge of the Company, any of their respective directors, officers, employees, consultants or agents, is, or has been (A) under any administrative, civil or criminal investigation, audit, indictment or information by any Governmental Entity, by the Company or any of its Subsidiaries, in each case, with respect to any alleged violation of law or Contract arising under or relating to any Company Government Contract or Company Government Subcontract, or (B) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension; and to the knowledge of the Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company or any of its Subsidiaries, or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Entity. (iv) Neither the Company nor any of its Subsidiaries has any interest in any pending claim against any Governmental Entity, prime contractor, subcontractor, vendor, or other Person in each case arising under or relating to any Company Government Contract or Company Government Subcontract and, to the Company’s knowledge, there are no actions, conditions, or circumstances pertaining to the Company’s or its Subsidiaries’ activities that (A) may give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions, or (B) that would prevent the Company from continuing to perform or obtaining any new Bid, Company Government Contract, or Company Government Subcontract. (v) The Company has complied with all Legal Requirements relating to the safeguarding of, and access to, classified information and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any of their respective directors, officers, employees, consultants or agents, is, or has, engaged in conduct that violated any laws, regulations, orders, or rules governing the use, disclosure, or safeguarding of materials or information that has been classified or otherwise controlled by any Governmental Entity, and the Company has no knowledge of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company or its Subsidiaries, or any of their respective employees. (vi) The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to the requirements of state or federal laws of the United States) States applicable to companies engaged in connection contracts with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, involving and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesGovernmental Entity.

Government Contracts. With respect (a) (i) all Federal Government Contracts of the Company or its subsidiaries and all contracts between either the Company or one of its subsidiaries and any state or local government, agency or authority (collectively referred to each as "Government Contract Contracts") constitute valid and binding obligations of either the Company or subsidiaries party thereto and, to the knowledge of the Company, the other party or parties thereof, enforceable in accordance with their terms; (as defined belowii) to which either the Company or any of its Subsidiaries is currently a the subsidiaries party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and thereto is in compliance in all material respects with all material the terms and conditions of each of the Government Contract Contracts (iii) neither the Company, its subsidiaries, nor any other party has terminated, canceled or waived any material term or condition of any Government Contract; and Government Bid(iv) the cost accounting, including all incorporated clausesestimating, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR")property, and procurement systems relating to the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied Government Contracts are in compliance in all material respects with all applicable laws, regulations, and contract provisions, including applicable cost principles and applicable cost accounting standards. (b) None of the Government Contracts has a currently incurred or currently projected cost overrun; and, to the Company's knowledge, there are no material requirements delivery or performance problems or issues on the part of statutethe Company or its subsidiaries with respect to the Government Contracts. (c) Except for those liens listed on Schedule 3.22 to the Company Disclosure Schedule, rule, regulation, order or agreements made in accordance with the U.S. Government pertaining to31 U.S.C. ss. 3727 (as amended), otherwise known as Assignment of Claims Act, and the 41 U.S.C. ss. 15 (as applicableamended), such otherwise known as the Assignment of Contracts Act, neither the Company nor any of its subsidiaries has assigned or otherwise conveyed or transferred, or agreed to assign, convey, or transfer to any person, any right, title or interest in or to any of the Government Contracts, or any account receivable relating thereto, whether as a security interest or otherwise. (d) Neither the Company nor any of its subsidiaries has received any notice or other communication in any form from the federal government regarding their actual or threatened disqualification, suspension, or debarment from contracting with the federal government. (e) (i) none of the Government Contracts have been terminated for default or convenience; (ii) no show cause or cure notices, as defined by each Government Contract or Government Bidapplicable federal regulations, have been issued, or to the Company's knowledge, proposed or threatened; and (iii) neither the U.S. Company nor its subsidiaries have received any notices to cure any defaults of the Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse ChangeContracts; and (iv) there is no pending or, to the knowledge of the Company, no reasonable basis exists threatened audit, inquiry, or investigation relating to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for and (v) neither the purposes Company nor its subsidiaries have received notice of this Agreement, "Government Bid" means any offer made by claims against the Company or its subsidiaries by the Governmental Entity, or any of its affiliates (including its subsidiaries), which, if accepted, would result in other party to a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and . (Af) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part None of the Government Contract Contracts, to which it relatesthe Company's knowledge, are anticipated to be terminated for convenience or discontinued for any reason, including for lack of funding or federal budget constraints. (g) All information, data, representations, statements and certificates as submitted or provided to any Governmental Entity relative to the Government Contracts were current, complete and accurate in all material respects as of the date made (including particularly invoices, claims or other requests for payments and any certificate regarding procurement integrity "or certificates of current cost and pricing data"), in each case to the extent of any open statute of limitations.

Government Contracts. With (a) To the Knowledge of the Company, with respect to each executory Government Contract (as defined below) or outstanding Bid to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectusparty: (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Government or Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements agreement with the U.S. Government pertaining to, and as applicable, to such Government Contract or Government Bid; and (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and complete as of their effective date, and the Company and each of its Subsidiaries has complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person Person, has notified the Company or any of its subsidiariesSubsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (ivv) to no termination for default has been issued, and no cure notice or show cause notice has been issued and not resolved or cured. For purposes of this Section 3.21, “executory Government Contract” means a Government Contract that has not been closed by the knowledge U.S. Government, prime contractor or subcontractor, as appropriate. (b) To the Knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud : (as such concept is defined under i) neither the state or federal laws Company nor any of its Subsidiaries nor any of the United States) in connection with any such Government Contract; Company’s or its Subsidiaries’ directors, officers or employees is (or for the purposes last three years has been) under administrative, civil or criminal investigation, indictment or information, or audit (other than routine contract audits) or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates Subsidiaries; or (including ii) neither the Company nor any of its subsidiaries)Subsidiaries nor any of the Company’s or its Subsidiaries’ directors, whichofficers or employees has made a Voluntary Disclosure pursuant to the Department of Defense Fraud Voluntary Disclosure Program with respect to any alleged irregularity, if accepted, would result in a misstatement or omission arising under or relating to any Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement Contract or other similar arrangement Bid of any kind, between the Company or any of its subsidiaries on Subsidiaries that has led or could reasonably be expected to lead, either before or after the one handClosing Date, and to any of the consequences set forth in subsection (Ai) above or any other material damages, assessment of penalties, recoupment of payment or disallowance of cost. (c) Neither the United States Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of their respective directors, officers or employees is (or at any time during the last five years has been) suspended or debarred from doing business with the U.S. Government or Canadian Governmentdeclared nonresponsible or ineligible for U.S. Government contracting. To the Knowledge of the Company, (B) any prime contractor there are no matters pending that are believed reasonably likely to lead to the United States Government institution of suspension or Canadian Government in debarment proceedings against the Company or any of its capacity as a prime contractorSubsidiaries. Neither the Company nor any Subsidiary has, or (C) within the past five years, been terminated for default under any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. With respect to each (a) (i) All of the Government Contract Contracts are legal, valid, and binding on the Company or its applicable Subsidiary; (as defined belowii) to which the Company’s Knowledge, the Government Contracts are not currently the subject of bid or award protest proceedings before the U.S. Government Accountability Office or Court of Federal Claims; and (iii) no Person has notified the Company or any of its Subsidiaries is currently a party in writing that any Governmental Entity intends to seek agreement from the Company or has received final payment within three years prior any of its Subsidiaries to lower rates under any of the date hereof and to each Government Bid Contracts or Government Bids. (as defined belowb) and except as disclosed in To the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany’s Knowledge: (i) the Company and each of its Subsidiaries has complied and is have, in compliance the past two years, complied, in all material respects respects, with all material terms and conditions of each the Government Contract Contracts to which they are parties and Government Bid, including have performed all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicablematerial obligations required to be performed by them thereunder; (ii) the Company and each of its Subsidiaries has complied have, in the past two years, complied, in all material respects, with all statutory and regulatory requirements applicable to the Government Contracts; (iii) the representations, certifications and warranties made by the Company and each of its Subsidiaries with respect to the Government Contracts were accurate in all material respects as of their respective effective dates; (iv) no terminations for default, cure notices, show cause notices or other similar notices, either written or orally, have been issued and remain unresolved with all material requirements of statute, rule, regulation, order or agreements with respect to the U.S. Government pertaining toContracts, and as applicableno events, conditions or omissions have occurred in the past two years or currently exist that constitute sufficient grounds for such action; (v) no past performance evaluations disclosed to the Company and each of its Subsidiaries in the past two years with respect to the Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor Contracts have set forth a default or other person has notified the Company or any of its subsidiaries, in writing, that material failure to perform thereunder; (vi) no money due to the Company or any of its Subsidiaries pertaining to any Government Contracts has breached been withheld or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or set-off in the aggregatepast two years, nor have a Material Adverse Changethere been any attempts by Governmental Entities in the past two years to withhold or set-off any money due under Government Contracts; and (ivvii) to all certified claims submitted by the knowledge Company and each of its Subsidiaries in the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined past two years under the state or federal laws Government Contracts were accurate in all material respects as of the United Statestheir respective submission dates. (c) in connection with any such Government Contract; for the purposes None of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries)Subsidiaries has, whichin the past two years been, if acceptedor is currently, would result in a suspended, debarred or proposed for suspension or debarment from bidding on any Government Contract; "Government Contract" means any contract, including any arrangementdeclared ineligible, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement otherwise excluded from participation in the award of any kindGovernment Contract or for any reason been listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs. No suspension, between debarment or exclusion proceeding actions with respect to Government Contracts have been commenced or, to the Company’s Knowledge, threatened (whether orally or in writing) against any of the Company or any of its subsidiaries on Subsidiaries. To the one handCompany’s Knowledge, and (A) no negative determination of responsibility has been issued against any of the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor Acquired Entities with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a outstanding Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesBid.

Government Contracts. (a) With respect to each and every executory Government Contract (as defined below) or outstanding Bid to which the Company or any of its Subsidiaries the Company's subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectusparty: (i) the Company and each of its Subsidiaries subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Government or Bid, including all incorporated material clauses, provisionsprovisions and requirements incorporated expressly, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicableby reference or by operation of law therein; (ii) the Company and each of its Subsidiaries subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements agreement with the U.S. Government pertaining to, and as applicable, to such Government Contract or Government Bid; and (iii) all material representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and complete in all material respects as of their effective date, and the Company and each of its subsidiaries has complied in all material respects with all such representations and certifications; (iv) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, either orally or in writing, that the Company or any of its Subsidiaries subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement; (v) no termination for convenience, except as would nottermination for default, individually cure notice or in show cause notice has been issued; (vi) since August 31, 1997, no cost incurred by the aggregate, have a Material Adverse ChangeCompany or any of its subsidiaries has been questioned or disallowed; and (vii) no money due to the Company or any of its subsidiaries has been withheld or set off. Section 2.26(a)(1) of the Company Disclosure Schedule lists each and every executory Government Contract to which the Company or any of its subsidiaries is a party; Section 2.26(a)(2) of the Company Disclosure Schedule lists each and every outstanding Bid to which the Company or any of its subsidiaries is a party. (i) Neither the Company, nor any of the Company's subsidiaries nor, to the Company's knowledge, any of the Company's or its subsidiaries' other affiliates, directors, officers, employees, agents or consultants is (or for the last five years has been) under administrative, civil or criminal investigation, indictment or information, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid; (ii) neither the Company nor any of the Company's subsidiaries nor, to the Company's knowledge, any of the Company's or its subsidiaries' other respective affiliates, directors, officers, employees, agents or consultants has made a voluntary disclosure to the U.S. Government with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or could lead, either before or after the Closing Date, to any of the consequences set forth in (i) - (ii) above or any other damage, penalty assessment, recoupment of payment or disallowance of cost. (c) There exist (i) no financing arrangements with respect to performance of any executory Government Contract; (ii)no material outstanding claims against the Company or any of its subsidiaries, 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 Bid; (iii) no facts that are known to the Company or any of its subsidiaries upon which such a material claim may be based in the future; (iv) no material disputes between the Company or any of its subsidiaries and the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Bid; and (v) no facts that are known by the Company or any of its subsidiaries over which such a material dispute may arise in the future. Neither the Company nor any of its subsidiaries 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 Bid. (d) Neither the Company, nor any of the Company's subsidiaries, nor, to the Company's knowledge, any of their other respective affiliates, directors, officers or employees is (or at any time during the last five years has been) suspended or debarred from doing business with the U.S. Government or has been declared nonresponsible or ineligible for U.S. Government contracting. To the knowledge of the CompanyCompany and its subsidiaries, there are no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under circumstances that would warrant the state institution of suspension or federal laws debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the United StatesCompany or any of its subsidiaries in the future. (e) in connection with any There exists no Government Contract as to which, as of August 31, 1999, the estimated cost at completion (including material and labor costs, other direct costs, overheads, engineering costs and manufacturing costs, whether incurred or yet to be incurred) exceeds by $500,000 the aggregate contract revenue recorded or to be recorded under such Government Contract through completion (a "Loss Contract; for "). (f) Neither the Company nor any of its subsidiaries has any fixed- price development contracts. (g) For all purposes of this AgreementSection 2.26, "Government Bid" means any offer made quotation, bid or proposal by the Company or any of its affiliates (including its subsidiaries), which, if acceptedaccepted or awarded, would result in lead to a contract with the U. S. Government Contract; or any other entity, including a prime contractor or a higher tier subcontractor to the U. S. Government, for the design, manufacture or sale of products or the provision of services by the Company or any of its subsidiaries. (h) For all purposes of this Section 2.26, "Government Contract" means any prime contract, including any subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.,

Government Contracts. With respect to each (a) The Company has not been suspended or debarred from bidding on contracts or subcontracts for any Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior Authority nor, to the date hereof and Company’s Knowledge, has any suspension or debarment action been commenced. There is no valid basis for the Company’s suspension or debarment from bidding on contracts or subcontracts for any Government Authority. (b) The Company has not within the preceding three (3) years been, nor is it now being, audited or, to each Company’s Knowledge, investigated by any Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 lawsAuthority, including without limitation the Truth in Negotiations ActGovernment Accountability Office, the Federal Acquisition Regulation Defense Contract Audit Agency, the Defense Contract Administrative Service, the Department of Labor, the Department of Health and Human Services, the Environmental Protection Agency, the General Services Administration, or the inspector general or auditor general or similar functionary of any agency or instrumentality nor, to the best of Company’s Knowledge, is any such audit or investigation threatened. ("FAR")c) No material cost incurred by the Company pertaining to any contracts or subcontracts for any Government Authority has been questioned or challenged by representatives of a Government Authority, or is, to the Knowledge of Company, the subject of any investigation, or has been disallowed by the United States government, and no amount of money due to the Cost Accounting StandardsCompany pertaining to any contracts or subcontracts for any Government Authority has been withheld or set off nor has any claim been made to withhold or set off money and the Company is entitled to all progress payments received with respect thereto; and all amounts previously charged or at present carried as chargeable by the Company to any contracts or subcontracts for any Government Authority have been or will be reasonable, allowable and allocable to each such contracts or subcontracts for any Government Authority. (d) The operation of its business by the Company, as applicable; (ii) it relates to the Company and each of its Subsidiaries contracts or subcontracts for any Government Authority, has complied been conducted in all material respects in accordance with all material applicable laws, regulations, and other requirements of statute, rule, regulation, order or agreements with the U.S. all Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesAuthorities.

Government Contracts. With respect (a) The Company has delivered or made available to Parent prior to the date of this Agreement complete and correct copies of each Material Government Contract Contract. (b) Except as defined belowhas not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) to which None of the Company or any of its Subsidiaries is currently a party in breach of or has received final payment within three years prior default under the terms of any Material Government Contract; (ii) To the knowledge of the Company, each Material Government Contract was legally awarded and is binding on the parties thereto; (iii) To the knowledge of the Company, no Material Government Contract is subject to termination solely based on the date hereof consummation of the transactions contemplated by this Agreement due to any change in status or prohibition on any change of control provision set forth in such Material Government Contract; (iv) The representations, certifications and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) warranties made by the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions respect to Material Government Contracts were accurate as of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation their effective dates; ("FAR"), and the Cost Accounting Standards, as applicable; (iiv) the Company and each None of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached received any written show cause, cure, deficiency, default, termination for convenience, bid protest, offset, disallowed, disputes or violated similar notice relating to any statutecurrent Material Government Contract; and (vi) To the knowledge of the Company, ruleno event, regulationcondition or omission has occurred or currently exists including any prohibitions on contracting with debarred, certificationsuspended or ineligible persons that would constitute grounds for termination of any Material Government Contract. (c) The Company and its Subsidiaries possess all facility security clearances and personnel security clearances necessary to conduct the business as it is currently being conducted as of the date hereof in all material respects and the Company and its Subsidiaries are in compliance in all material respects with the requirements applicable to the facility security clearances, representation, clause, provision or requirement, except as would not, individually or including those set forth in the aggregateNational Industrial Security Program Operating Manual and the provisions of all applicable DD254 forms. The Company has no knowledge of any pending revocation of any facility clearance of the Company or any Subsidiary of the Company or any pending revocation of any personnel security clearance of any employee of the Company or any Subsidiary. (d) (i) None of the Company or its Subsidiaries, have a Material Adverse Change; and (iv) nor, to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state any of their current respective directors, officers or federal laws of the United States) employees in connection with any such Government Contract; for the purposes performance of this Agreementthe duties for, "Government Bid" means any offer made by or on behalf of, the Company or any of its affiliates (including its subsidiaries)Subsidiaries, whichis currently debarred, if accepted, would result suspended or otherwise excluded from bidding on or participating in a the award of any U.S. Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. With respect to each Government Contract (as defined belowa) to which None of the Company or any of its Subsidiaries is currently a party Subsidiary has been suspended or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statementdebarred from bidding on contracts or subcontracts with any Governmental Entity; no such suspension or debarment, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under has been threatened or initiated; and the state or federal laws consummation of the United States) transactions contemplated by this Agreement will not result in connection with any such Government Contract; for suspension or debarment of the purposes Company, any Subsidiary or the Buyer (assuming that no such suspension or debarment will result solely from the identity of this Agreement, "Government Bid" means any offer made by the Buyer). None of the Company or any Subsidiary has been or is now being audited or investigated by or on behalf of any Governmental Entity in respect of contracts or subcontracts with any Government Entity, including without limitation, the United States Government Accounting Office, the United States Department of Defense or any of its affiliates agencies, the Defense Contract Audit Agency, the contracting or auditing function (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement either internal or other similar arrangement external) of any kindGovernmental Entity with which it is contracting, between the United States Department of Justice, the Inspector General of the United States Governmental Entity, or any prime contractor with a Governmental Entity; nor, to the knowledge of the Company, has any such audit or investigation been threatened. To the knowledge of the Company, there is no (i) suspension or debarment of the Company or any Subsidiary from bidding on contracts or subcontracts with any Governmental Entity or (ii) claim (including any claim for return of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor funds to the United States Government Government) pursuant to an audit or Canadian Government investigation by any of the entities named in its capacity as the foregoing sentence. The Company has no agreements, contracts or commitments which require it to obtain or maintain a prime contractorsecurity clearance with any Governmental Entity. (b) To the knowledge of the Company, or (C) any subcontractor with respect to any of its contracts or subcontracts with any Governmental Entity there is no (i) Termination for Default (as provided in 48 C.F.R. Ch.1 §52.249-8, 52.249-9 or similar sections or contractual or legislative provisions in respect of contracts with any Canadian or other foreign Governmental Entity), (ii) Termination for Convenience (as provided in 48 C.F.R. Ch.1 §52.241-1, 52.249-2 or similar sections or contractual or legislative provisions in respect of contracts with any Canadian or other foreign Governmental Entity), or a Stop Work Order (as provided in 48 C.F.R. Ch.1 §52.212-13 or similar sections); and the Company has no reason to believe that funding may not be provided under any contract described or subcontract with any Governmental Entity in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesupcoming federal fiscal year.

Government Contracts. With respect to each Government Contract (as defined belowa) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) All Contracts, including all task orders issued from such Contracts, between any of the Companies and any Governmental Entity (collectively, the “Government Contracts”) constitute valid and binding obligations of the Company and each of its Subsidiaries has complied the other party or Parties thereto, enforceable in accordance with, and subject to, their respective terms, (ii) the Company is in compliance in all material respects with all material the terms and conditions of each of the Government Contract and Government BidContracts, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Company nor any other party has terminated, canceled or waived any term or condition of any Government Contract, and (iv) the cost accounting, estimating, property and procurement systems relating to the Government Contracts are in compliance in all respects with applicable Laws and Contract provisions, including applicable cost principles and applicable cost accounting standards. Section 4.31(a) of the Disclosure Schedules sets forth a list of all Government Contracts which require a performance bond and the amount of such bond. (b) No Government Contract has a currently incurred or Canadian Governmentcurrently projected cost overrun. (c) Except as set forth on Section 4.31 (c) of the Disclosure Schedules, all of which assignments were made in accordance with 31 U.S.C. § 3727 (otherwise known as the Assignment of Claims Act) and 41 U.S.C. § 15 (otherwise known as the Assignment of Contracts Act), and except for Encumbrances which will be discharged or terminated on or prior to the Closing, the Company has not assigned or otherwise conveyed or transferred, or agreed to assign or otherwise convey or transfer, to any Person, any right, title or interest in or to any of the Government Contracts, or any Accounts Receivable relating thereto, whether as a security interest or otherwise. (d) No Seller, nor the Company has received any prime contractor, subcontractor notice or other person has notified communication in any form from any federal, state, local or foreign Governmental Entity regarding its actual or threatened disqualification, suspension or debarment from contracting with any federal, state, local or foreign government including any show cause notice or cure notice, notice of termination for default, notice for deductive change or, in the case of any notification of termination for convenience, any such notifications which in the aggregate or individually could have a Material Adverse Effect on the Company or the Business. (e) There is no (i) pending or, to the Knowledge of the Company or any of its subsidiariesSeller, in writing, that the Company or threatened investigation relating to any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (Cii) any subcontractor with respect termination for default or cure notice or show cause notice proposed or currently in effect relating to any contract described in clause Government Contract. (Af) There are currently no claims or clause (B) above, on Proceedings under the False Claims Act or other hand. A task, purchase or delivery order under a relevant statutes relating to any Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of any period preceding the Government Contract to which it relatesClosing.

Government Contracts. With (a) None of the SPR Companies have been excluded from Federal Health Care Program participation, or suspended or debarred from bidding on contracts or subcontracts for any Government Authority, nor, to the knowledge of the Seller and the Acquired Companies, has any such exclusion, suspension or debarment action been commenced or notice of such action to be commenced been given by any Governmental Entity. There is no valid basis, and none of the SPR Companies or any Person acting on behalf of any SPR Company has taken any action or failed to take any action that could provide a valid basis, for the exclusion of any of the SPR Companies from Federal Health Care Program participation, or suspension or debarment from bidding on contracts or subcontracts for any Governmental Entity. (b) Except for sales Tax audits by the Minnesota Department of Revenue described in Section 3.18(e) which have been closed and pursuant to which no Liability was assessed against an Acquired Company which remains unpaid, none of the SPR Companies have within the preceding three (3) years been, nor are they now being, audited or, to the knowledge of the Seller and the Acquired Companies, investigated by any Government Authority, including without limitation the Government Accountability Office, the Defense Contract Audit Agency, the Defense Contract Administrative Service, the Department of Labor, the Department of Health and Human Services, the Environmental Protection Agency, the General Services Administration, or the inspector general or auditor general or similar functionary of any agency or instrumentality, nor, to the knowledge of the Acquired Companies, is any such audit or investigation threatened. (c) No material cost incurred by any of the SPR Companies pertaining to any contracts or subcontracts for any Government Authority has been questioned or challenged by representatives of a Government Authority, or is, to the knowledge of Seller and the Acquired Companies, the subject of any investigation, or have been disallowed by the United States Government, and no amount of money due to any of the SPR Companies pertaining to any contracts or subcontracts for any Government Authority has been withheld or set off nor has any claim been made to withhold or set off money and each of the SPR Companies is entitled to all progress payments received with respect thereto; and all amounts previously charged or at present carried as chargeable by any of the SPR Companies to any contracts or subcontracts for any Government Authority have been or will be reasonable, allowable and allocable to each such contracts or subcontracts for any Government Contract Authority. Each of MWR (as defined belowincluding, for purposes of this Section 3.24(c) and Section 3.24(d), its diagnostic imaging centers) and SPRPA is eligible to which receive Medicare and Medicaid reimbursement without restriction and each is a “provider” with valid and current provider agreements and with one or more provider numbers with Medicare and all applicable Medicaid programs and successor programs either directly or through intermediaries. Each of MWR and SPRPA is compliance with the Company conditions of participation for the Federal Health Care Programs and have received all licenses, certifications or other approvals or qualifications necessary for reimbursement or payment by each Federal Health Care Program identified on Section 3.24(c) of the Disclosure Letter, and there is not pending, nor to the knowledge of the Seller and the Acquired Companies threatened, any proceeding or investigation under any Federal Health Care Program involving either of its Subsidiaries is currently a party MWR or has received final payment within three years prior SPRPA. Any forms or reports required to be filed with governmental authorities on or before the date hereof by any SPR Company have been properly filed and are complete and correct. (d) All xxxxxxxx, reimbursement claims and billing practices of MWR and SPRPA to all patients and to each Government Bid (as defined below) third party payors, including Federal Health Care Programs and except as disclosed in the Registration Statementprivate insurance companies, the Pricing Disclosure Package are and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is have been in compliance in all material respects with all material terms applicable laws and conditions all policies of each Government Contract such third party payors and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied Health Care Programs in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining torespects, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian GovernmentMWR nor SPRPA, nor any prime contractorperson or entity acting on their behalf, subcontractor have billed or other person has notified the Company received any payment or any reimbursement in excess of its subsidiaries, in writing, that the Company amounts allowed by law or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as by applicable contract which would not, individually or in the aggregate, have a Material Adverse Change; Effect. All of MWR’s and (iv) SPRPA’s xxxxxxxx and claims have been made on a timely basis and were, when filed, complete and correct except where the failure to the knowledge of the Company, no reasonable basis exists to give rise to do so would not have a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesMaterial Adverse Effect.

Government Contracts. With respect to (a) Schedule 3.13(a) lists all Government Contracts for which performance is ongoing as of the date hereof (each, a “Current Government Contract”). The list accurately reports for each Government Contract (the total net payments made as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof June 30, 2010 and to each Government Bid (as defined below) and except payments due for work performed. Except as disclosed in the Registration StatementSchedule 3.13(a), the Pricing Disclosure Package and the Prospectus: (i) the Company has not bid on or been awarded any “small business set aside contract” (as defined in the FAR), any other “set aside contract” or other order or contract requiring small business or other special status at any time since January 1, 2005, and each (ii) to Sellers’ Knowledge, no Government Contract is being credited toward the small business goals of its Subsidiaries has complied any Governmental Authority or prime or other upper tier contractor. (b) Each Current Government Contract under which the Company provides products or services was, to Sellers’ Knowledge, legally awarded, is binding on the parties thereto, and is in compliance in all material respects with all material terms full force and conditions of each effect. Each Current Government Contract and (or, if applicable, each prime Contract under which a Government BidSubcontract was awarded), including all incorporated clausesto Sellers’ Knowledge, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation is not currently the Truth in Negotiations Actsubject of bid or award protest proceedings. For purposes of this Section 3.13(b), the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such term Current Government Contract or Government Bid; and shall not include any Bids. (iiic) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no No reasonable basis exists to give rise to a material claim against the Company by a Governmental Entity Authority for fraud (as such concept is defined under the federal or state or federal laws Laws of the United States) in connection with any Government Contract or other claim under the United States civil or criminal False Claims Acts. (d) The Company is, and since January 1, 2005 has been, in compliance with all material terms and conditions of each Government Contract, including all clauses, provisions and requirements incorporated expressly by reference therein and all requirements thereunder relating to the safeguarding of, and access to, classified information, and neither any Governmental Authority nor any prime contractor, subcontractor or other Person has notified the Company, in writing, that the Company has, or may have, breached or violated in any material respect any Law, certification, representation, clause, provision or requirement pertaining to any such Government Contract; . (e) The Company has complied in all material respects with all Laws or Contracts pertaining to each Government Contract. (f) Except as disclosed on Schedule 3.13(f), the Company has not received any written notice of termination for convenience, termination for default, cure notice or show cause notice (each as defined or used in the purposes FAR) since January 1, 2005 pertaining to any Government Contract. To Sellers’ Knowledge, there is no reasonable basis to believe that any material Government Contract will not remain in effect after the Closing in accordance with its terms. (g) The Company has not received written notice of this Agreementany (i) outstanding material, "pending or anticipated claims (including claims relating to bid or award protest proceedings or the functional equivalent thereof), requests for equitable adjustment (as defined or used in the FAR) or requests for waiver or deviation from contract requirements, either by any Governmental Authority or by any prime contractor, subcontractor or other Person, arising under or relating to any Government Bid" means Contract, and to Sellers’ Knowledge, there is no reasonable basis for any offer such material claims or requests, or (ii) outstanding, pending, anticipated or, to Sellers’ Knowledge, threatened disputes (including claims, requests and formal disputes relating to bid or award protest proceedings) or requests for equitable adjustment (or the functional equivalent thereof) between the Company and the United States Government under the United States Contract Disputes Act, as amended, or any other Law or between the Company and any prime contractor, subcontractor or other Person arising under or relating to any Government Contract. Except as set forth on Schedule 3.13(g), the Company has no interest in any pending or, to Sellers’ Knowledge, potential claim against (i) any Governmental Authority or (ii) any prime contractor, subcontractor, vendor or other Person arising under or relating to Government Contract. (h) All representations, certifications and statements executed, acknowledged or submitted by or on behalf of the Company to a Governmental Authority, prime contractor or higher-tier subcontractor in connection with any Government Contract (or change or modification thereto) since January 1, 2005, including any statements made in connection with the Procurement Integrity Act, 41 U.S.C. § 423, the Lobbying Disclosure Act of 1995, 2 U.S.C. §§ 1601-1612, the Xxxx Amendment, 31 U.S.C. § 1352, the Truth in Xxxxxxxxxxxx Xxx, 00 X.X.X. § 0000x and 41 U.S.C. § 254b, and their associated implementing regulations, were and still are current, accurate and complete in all material respects. (i) No material payment due to the Company pertaining to any Government Contract has been withheld or set-off, and the Company is entitled to all progress, milestone or other payments received to date with respect thereto. (j) Except for Government Contract audits of a routine nature, there have been no administrative, civil or criminal investigations, audits, indictment, information, lawsuits, subpoenas, document requests, administrative proceedings, mediations or arbitrations by any Government Authority involving the Company or any of its affiliates shareholders, officers or employees in such capacities since January 1, 2005. (including k) Neither the Company (or any Related Party thereto) nor any of its subsidiariespredecessors, shareholders or officers has ever been or is currently, (i) suspended, debarred, proposed for debarment, or excluded from participation in the award of any Government Contract with any Governmental Authority or for any reason listed on the “Excluded Parties List System” (or similar listing), whichnor has the Company been made aware that any debarment, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement suspension or other similar arrangement of any kind, between exclusion proceeding has been initiated against the Company or any of its subsidiaries on the one handpredecessors, and shareholders or officers; (Aii) the United States Government subject of an actual or Canadian Governmentthreatened “whistleblower” or qui tam lawsuit; (iii) the subject of any formal investigation by the Company, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractoreach case, or (C) any subcontractor with respect to any contract described in clause (A) alleged act or clause (B) above, on the other hand. A task, purchase omission arising under or delivery order under a relating to any Government Contract shall and other than routine audits or inquiries in the Ordinary Course of Business. To Sellers’ Knowledge, no fact or circumstance exists that would reasonably be likely to warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company or any of its directors, officers or employees. (l) Since January 1, 2005, the Company has not constitute made any (i) voluntary disclosure in writing to any Governmental Authority or other customer, prime contractor or upper-tier subcontractor related to any suspected, alleged or possible irregularity, misstatement or omission arising under or relating to a separate Government Contract, for purposes nor is the Company contemplating making any such voluntary disclosure. The Company has not made any mandatory disclosure (pursuant to Subpart 3.10 of this definitionthe FAR) to any Governmental Authority with respect to credible evidence of a violation of Federal criminal law involving fraud, but shall be part 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 with respect to any Government Contract, as a result of the three-year “look back” required by Subpart 3.10 of the FAR. (m) The Company maintains systems of internal controls (including cost accounting systems, estimating systems, purchasing systems, proposal systems, billing systems and material management systems) that are in material compliance with all requirements of all of the Government Contracts and of applicable Laws. No cost incurred by the Company pertaining to such Government Contracts or cost accounting practice under the Cost Accounting Standards or otherwise has been questioned or challenged, is the specific subject of any review, audit or other investigation by any Governmental Authority, or has been disallowed by any Governmental Authority. (n) Except as set forth in Schedule 3.13(n), the Company has not received any adverse or negative past performance evaluations or ratings in connection with any Government Contract since January 1, 2005. (o) Schedule 3.13(o) identifies by current Government Contract or task order and description, all work or future business opportunities from which the Company or any related Person, is currently limited, prohibited or otherwise restricted from performing or bidding, due to which it relatesexpress organizational conflicts of interests, Government Contract terms or provisions, or due to organizational conflicts of interest mitigation plans submitted by the Company in connection with any Government Contract. (p) The Company is in compliance in all material respects with all applicable national security obligations, including those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (February, 2006), and any supplements, amendments or revised editions thereof. Since January 1, 2005, there has not been any, and to Sellers’ Knowledge, there have not been any facts that could reasonably be expected to give rise to, the revocation of any security clearance of the Company or any director, officer, employee or agent of the Company. (q) All Bids were submitted in the Ordinary Course of Business, and were based on assumptions believed by the Company’s management to be reasonable. Except as set forth on Schedule 3.13(q), the Company reasonably believes all Bids are capable of performance by the Company in accordance with the terms and conditions of such Bid without a total program loss (calculated in accordance with the Company’s accounting principles consistently applied). Since January 1, 2009, no Government Contract has incurred or currently projects losses or cost overruns in an amount exceeding $50,000. (r) No payment has been made by the Company or by a Person acting on its behalf to any Person (other than to any bona fide employee or agent of the Company, as defined in FAR 3.401) that is or was improperly contingent upon the award of any Government Contract or that would otherwise be in violation of any applicable procurement law or regulation or any other Laws. The Company is not subject to any “forward pricing” rate agreement. (s) Except as set forth on Schedule 3.13(s), the Company has not assigned or otherwise conveyed or transferred, or agreed to assign, to any Person, any Government Contract, or any account receivable relating thereto, whether a security interest or otherwise. (t) The Company complies with all applicable federal information security regulations and data protection requirements included in any Government Contract, including FISMA and the Privacy Act, 5 U.S.C. § 552(a). The Company has not received any oral or written notice from any Governmental Authority, nor any prime contractor or any other Person, that the Company has, or may have violated any applicable federal information security regulations or data protection requirements. To Seller’s Knowledge, the Company’s IT network has not experienced a “malware” incident, as defined by National Institute of Standards and Technology Special Publication SP-800-83, or other form of IT security failure that compromised the confidentiality, integrity or availability of the Company’s data, applications or operating system. (u) Except as required under the HSR Act, or as set forth on Schedule 3.13(u), no material permit, consent, approval or authorization of, exemption from, or declaration or notice to or filing with, or any other action by, any Governmental Authority is required to be obtained by Seller in connection with the execution, delivery or performance by the Company or any Seller of this Agreement or the consummation by the Company or any Seller of the Transactions. Notwithstanding any other provisions of this Agreement, Section 3.13 constitutes the sole and exclusive representations and warranties of Sellers with respect to any Company Government Contract and Company Government Subcontract matters and the Laws applicable thereto and no other provisions of this Agreement shall be interpreted as containing any representation or warranty with respect thereto.

Government Contracts. With respect to (a) To the Company’s Knowledge, each Government Contract (as defined below) to which the Company or any of its the Company Subsidiaries is currently a party (a “Company Government Contract”), the period for performance of which has not yet expired or been terminated (collectively, the “Current Company Government Contracts”), is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms against the Company. To the Company’s Knowledge, each Current Company Government Contract was awarded in compliance with applicable Law. (b) Except as set forth on Section 3.21(b) of the Company Disclosure Letter, or except, in each case, as has received final payment within three years prior not had and would not be reasonably expected to have a Company Material Adverse Effect with respect to any Company Government Contract, to the date hereof and to each Government Bid (as defined below) and except as disclosed in Knowledge of the Registration StatementCompany, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has have complied and is in compliance in all material respects with all the material terms and conditions of each Company Government Contract and Company Government Bid, including all incorporated clauses, provisions, specifications and requirements incorporated expressly by reference therein and any applicable Laws, (ii) all representations, certifications, disclosures and warranties acknowledged or submitted by or on behalf of the Company or any Company Subsidiary with respect to each Company Government Contract or Company Government Bid were current, accurate and complete as of the date made and the Company and its Subsidiaries have complied with all such representations, certifications, disclosures and warranty requirements, schedules(iii) no Governmental Entity has alleged that the Company or any Company Subsidiary has committed civil fraud or initiated an investigation related to the Company’s, attachmentsor any Company Subsidiary’s, regulations and applicable lawsperformance of any Government Contract during the past five (5) years, including without limitation (iv) neither the Truth Company, nor any Company Subsidiary, nor any of their respective Principals (as defined in Negotiations Act, the Federal Acquisition Regulation ("“FAR")”) 52.209-5) is (or at any time during the last three (3) years has been) suspended or debarred from doing business with the Government, and or proposed for suspension or debarment or prohibited from bidding on any Government Contract or declared nonresponsible or ineligible to receive a Government Contract, (v) neither the Cost Accounting StandardsCompany, as applicable; nor any Company Subsidiary has received a request by a Governmental Entity for a contract price adjustment since January 1, 2016 based on a claimed disallowance by an applicable Governmental Entity or claim of defective certified cost or pricing data in excess of $500,000, (iivi) dispute between the Company and each or any of its Subsidiaries and a Governmental Entity which, since January 1, 2016, has complied resulted in all material respects with all material requirements of statute, rule, regulation, order a government contracting officer’s final decision where the amount in controversy exceeds or agreements with the U.S. Government pertaining tois expected to exceed $500,000, and as applicable, such Government Contract or Government Bid; and (iiivii) neither the U.S. Government or Canadian Government, no Governmental Entity nor any prime contractor, subcontractor or other person Person has notified the Company or any of its subsidiaries, Subsidiaries in writing, or, to the Knowledge of the Company, orally, that the Company or its Subsidiaries has or may have defaulted, breached or violated any Law, order representation, certification, disclosure, warranty, clause, provision, specification or requirements pertaining to any Company Government Contract or Company Government Bid. (c) Except as set forth on Section 3.21(c) of the Company Disclosure Letter, since January 1, 2016, no termination for default, cure notice, or show cause notice has been issued by any Governmental Entity or by any prime contractor or subcontractor, in writing or, to the Knowledge of the Company, orally, with respect to performance by the Company or any of its Subsidiaries has breached as a prime contractor or violated subcontractor of any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge portion of the Companyobligation of a Company Government Contract which would be material. (d) Since January 1, no reasonable basis exists 2016, neither the Company nor any of its Subsidiaries has made or submitted a mandatory or voluntary disclosure to give rise to a material claim by a any Governmental Entity for fraud with respect to any suspected, alleged or possible breach, violation, irregularity, mischarging, misstatement or other act or omission arising under or relating to any Company Government Contract or Government Bid which would be material. (e) Without giving effect to any organizational conflicts of interest that may arise as such concept is defined under the state or federal laws a result of the United States) in connection with any such Government Contract; for the purposes of transactions contemplated under this Agreement, "Section 3.21(e) of the Company Disclosure Letter identifies by material Company Government Bid" means Contract, any offer made work or future business opportunities from which, to the Knowledge of the Company and its Subsidiaries, the Company or any of its Subsidiaries is currently limited, prohibited or otherwise restricted from performing due to “organizational conflicts of interest” (as defined in FAR Subpart 9.5), contract terms or provisions, or organizational conflicts of interest mitigation plans submitted by the Company or any of its affiliates Subsidiaries in connection with any Company Government Contract. (f) The Company and its Subsidiaries (and to the Company’s Knowledge, their employees who hold personnel security clearances) possess all required facility security clearances to perform the Company Government Contracts and Government Task Orders and are in compliance with all applicable national security obligations, including its subsidiariesthose specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (February 2006), whichand any supplements, if accepted, amendments or revised editions thereof (“NISPOM”) except to the extent such noncompliance would not reasonably be expected to result in a Company Material Adverse Effect. (g) To the Company’s Knowledge, the business and cost accounting systems of the Company and its Subsidiaries are in compliance with applicable Laws and have not been determined in writing by any Governmental Entity not to be in compliance with any applicable Laws. (h) Since January 1, 2016, neither the Company nor any of its Subsidiaries has undergone, and there is not currently pending or threatened, any material audit, survey, review or investigation (other than routine audits) by any U.S. Governmental Entity, with respect to any alleged or actual irregularity, misstatement or omission arising under or relating to a Company Government Contract; "Contract or Company Government Contract" means Bid that could reasonably be expected to give rise to liability in excess of $500,000 and neither the Company, nor any contractof its Subsidiaries has received in writing adverse audit findings from the Defense Contract Audit Agency, including the Defense Contract Management Agency or any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement U.S. Governmental Entity that remain unresolved and that are expected to result in a liability in excess of any kind, between $500,000 to the Company or any of its subsidiaries Subsidiaries, beyond what has been reserved on the one handCompany’s books and records. (i) Over the last three (3) years, the Company and its Subsidiaries have complied in all material respects with all data security, cybersecurity, and (A) the United States physical security systems and procedures required by its Company Government or Canadian GovernmentContracts. Since January 1, (B) any prime contractor 2016, to the United States Government Knowledge of the Company, neither the Company, nor any Subsidiary had or Canadian Government in its capacity as a prime contractorexperienced any breach of data security or cybersecurity, whether physical or (C) any subcontractor with respect electronic. Any data security, cybersecurity or physical security breach related to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Company Government Contract, for purposes if known by the Company or any Subsidiary, has been reported to the necessary Governmental Entity or higher tier contractor, as required. (j) As of the date of this definitionAgreement, but shall be part the Company does not hold and has not been awarded any Current Company Government Contract, or submitted any Company Government Bid, in its own name utilizing the Company’s specific “Commercial and Government Entity” (CAGE) Code and the execution and delivery by the Company of this Agreement do not, and the consummation of the Government Contract Merger and compliance with the terms hereof will not subject the Company or any Subsidiary to which it relatesthe requirements stated in FAR 42.12, or require the Company or any Subsidiary to seek, request, or enter into any novation agreement with any U.S. Governmental Entity, as specified in FAR 42.12. (k) Neither the Company nor any of the Company Subsidiaries, nor any director, manager, or officer thereof, nor to the Knowledge of the Company, any employee or Person acting for or on behalf of any of the Company or any Company Subsidiary, has, within the past three (3) years: (i) used any funds for unlawful contributions, gifts, gratuities, entertainment or other unlawful expenses related to political activity; (ii) made any payment or offered, promised or authorized the payment of anything of value to any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business or direct business to any Person in violation of Law; or (iii) made any other payment in violation of Law to any official of any Governmental Entity, including but not limited to, bribes, gratuities, kickbacks, lobbying expenditures, political contributions or contingent fee payments, except, in each case, as would not be material.

Government Contracts. With (a) During the past three (3) years, no payment has been made by any Interfast Entity or any Excluded Entity, or by any Person authorized to act on behalf of any Interfast Entity or any Excluded Entity, to any Person in connection with any Government Contracts, in violation of applicable procurement Laws. (b) The Interfast Entities’ cost accounting and procurement systems with respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is Contracts are in compliance in all material respects with all applicable Laws and all Governmental Authority regulations and requirements. (c) With respect to each Government Contract: (i) each Interfast Entity and Excluded Entity, as applicable, has complied, in all material respects, with all material terms and conditions of each such Government Contract and Government BidContract, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicableby reference or by operation of law therein; (ii) the Company each Interfast Entity and Excluded Entity, as applicable, has complied, in all material respects, with all requirements of applicable Laws pertaining to such Government Contract; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and correct in all material respects as of their effective date, and each of its Subsidiaries Interfast Entity and Excluded Entity, as applicable, has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, such representations and as applicable, such Government Contract or Government Bidcertifications; and (iiiiv) neither the U.S. Government or Canadian Government, any Governmental Authority nor any prime contractor, subcontractor or other person Person has notified given written, or to the Company Knowledge of Seller oral, notice to any Interfast Entity or any of its subsidiariesExcluded Entity that any Interfast Entity or Excluded Entity has materially breached, violated, is in writingDefault under any applicable Law, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, material certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) requirement pertaining to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; and (v) no termination for convenience, termination for Default, cure notice or show cause notice is in effect as of the purposes date hereof pertaining to any Government Contract. (d) (i) None of this Agreementthe Interfast Entities or the Excluded Entities or, "to the Knowledge of Seller, any of their respective directors, officers or employees is (or during the last three (3) years has been) under administrative, civil or criminal investigation, or indictment or audit by any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Bid" means Contract and (ii) during the last three (3) years, no Interfast Entity or Excluded Entity has conducted or initiated any offer internal investigation or made by the Company a voluntary disclosure to any Governmental Authority, with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (e) There exist (i) no outstanding claims against any Interfast Entity or any of its affiliates (including its subsidiaries)Excluded Entity, whicheither by any Governmental Authority or by any prime contractor, if acceptedsubcontractor, would result in a vendor or other third party, arising under or relating to any Government Contract; "Government Contract" means and (ii) no disputes between any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company Interfast Entity or any of its subsidiaries Excluded Entity, on the one hand, and (A) the United States Government any Governmental Authority or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, subcontractor or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) abovevendor, on the other hand. A task, purchase arising under or delivery order under a Government Contract shall not constitute a separate relating to any Government Contract. (f) To the Knowledge of Seller, for purposes of this definition, but shall be part none of the respective directors, officers or employees of any Interfast Entity or any Excluded Entity are (or during the last three (3) years have been) suspended or debarred from doing business with any Governmental Authority or are (or during such period were) the subject of a finding of nonresponsibility or ineligibility for contracting with any Governmental Authority. (g) There is no Action pending and, to the Knowledge of Seller, threatened, against any Interfast Entity or any Excluded Entity with respect to any Government Contract. (h) No Government Contract to which it relatesany Interfast Entity or any Excluded Entity is a party has an aggregate funded or unfunded backlog in excess of $50,000.

Government Contracts. With (a) For purposes of this Agreement, "Government Contracts" means, with respect to each any Person, any contract (including purchase orders, blanket purchase orders and agreements and delivery orders) between such Person and the United States Government Contract or any department, agency or instrumentality thereof or any state or local governmental agency or authority (the "Government"), and any subcontract at any tier held by such Person under a prime government contract. Except as defined below) set forth in the Litronic Disclosure Schedule, with respect to the Government Contracts to which the Company or any of its Subsidiaries Litronic is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectusparty: (i) such Government Contracts constitute valid and binding obligations of Litronic and, to the Company and each knowledge of its Subsidiaries has complied and Litronic, the other party or parties thereto, enforceable in accordance with their terms, except as enforcement may be limited by Equitable Principles; (ii) Litronic is in compliance in all material respects with the terms of all material terms Government Contracts to which it is a party and conditions of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachmentslaws, regulations and contract provisions applicable lawsto the obtaining, formation, pricing, performance, billing, administration and other aspects of its Government Contracts, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied compliance in all material respects with the Truth in Negotiations Act (as amended to date) and with all defective pricing, price reduction or similar clauses contained or incorporated in its Government Contracts, and Litronic is in compliance in all material requirements of statute, rule, regulation, order or agreements respects with the U.S. False Claims Act (as amended to date) or any similar applicable statutes or regulations concerning false claims, false statements, defective pricing, misrepresentation or procurement integrity concerning any Government pertaining toContract, General Services Administration Multiple Award Schedule or Supply Schedule, open market, commercial or other sale order involving or pursuant to its Government Contracts, except to the extent that noncompliance or violation does not and as applicable, such Government Contract or Government Bidwill not have a Material Adverse Effect; and (iii) neither the U.S. Government or Canadian Government, Litronic nor any prime contractorother party has terminated, subcontractor canceled or other person has notified the Company waived any material term or condition of any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirementGovernment Contract, except as would notto the extent that such termination, individually cancellation or in the aggregate, waiver does not and will not have a Material Adverse ChangeEffect; and (iv) the cost accounting, estimating, property and procurement systems relating to the knowledge of the CompanyLitronic's Government Contracts are in compliance in all material respects with applicable laws, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contractregulations and contract provisions, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, applicable cost principles and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesapplicable cost accounting standards.

Government Contracts. Except as set forth on SCHEDULE 2.8 hereto: (a) The Business is not subject to any Regulation or Contract that would result in the termination of any Government Contract or that would impose any limitation on the Business' ability to perform a Government Contract or to continue the Business as presently conducted. (b) No payment has been made by the Business or by any Person authorized to act on its behalf, to any Person in connection with any Government Contract related to the Business, in violation of applicable United States or foreign procurement Regulations, including without limitation any criminal or civil Regulations relating to bribes or gratuities, or in violation of the Foreign Corrupt Practices Act. (c) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior related to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the ProspectusBusiness: (i) the Company all representations and each of its Subsidiaries has complied and is certifications executed, acknowledged or set forth in compliance in all material respects with all material terms and conditions of each or pertaining to such Government Contract were complete and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR")correct as of their effective date, and the Cost Accounting Standards, as applicableBusiness has been operating in material compliance with all such representations and certifications; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, United States government nor any prime contractor, subcontractor or other person Person has notified the Company Seller, either orally or any of its subsidiaries, in writing, that the Company Business has been operated to breach or violate any Regulation, or any of its Subsidiaries has breached or violated any statute, rule, regulation, certificationcertificate, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) requirement pertaining to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; and (iii) no termination for convenience or termination for default has occurred within the purposes of this Agreement, "last five (5) years and no cure notice or show cause notice is currently in effect pertaining to such Government Bid" means any offer made by Contract. (i) Neither the Company or Sellers nor any of its affiliates their respective directors, officers, employees or stockholders is (including its subsidiaries)or during the last five (5) years has been) under administrative, whichcivil or criminal investigation or indictment by any Governmental Entity with respect to any alleged irregularity, if accepted, would result in a misstatement or omission arising under or relating to any Government ContractContract related to the Business; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (Aii) during the United States Government last five (5) years, none of the Sellers has conducted or Canadian Government, (B) initiated any prime contractor internal investigation or made a voluntary disclosure to the United States Government government related to the same. (e) There exist (i) no outstanding Claims against the Sellers, either by the United States government or Canadian Government in its capacity as a by any prime contractor, subcontractor, vendor or (C) any subcontractor with respect other third party, arising under or relating to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute related to the Business; and (ii) no disputes between the Sellers, and the United States government under the Contract Disputes Act or any other federal Regulation or between the Sellers and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract related to the Business. (f) Neither the Sellers, nor any of their respective directors, officers, employees or stockholders is (or during the last five (5) years has been) suspended or debarred from doing business with the United States government or other Authority or is (or during such period was) the subject to a separate Government Contractfinding of nonresponsibility or ineligibility for United States government contracting. (g) SCHEDULE 2.8 hereto sets forth all facility and personnel security clearances held by the Sellers relating to the Business and all personnel security clearances held by any officer, for purposes director, employee, consultant or agent thereof relating to the Business. Such security clearances, if transferred to the Purchaser, are sufficient to allow the Purchasers to conduct the Business as conducted by the Sellers as of the date of this definition, but shall be part agreement. The Sellers have no knowledge of the Government Contract to which it relatesany proposed or threatened termination of any security clearances.

Government Contracts. 4.23.1 No payment has been made by any Company or any Subsidiary, or by any Person authorized to act on their behalf, to any Person in connection with any Government Contracts in material violation of applicable procurement Laws or in violation of (or requiring disclosure pursuant to) the Foreign Corrupt Practices Act. 4.23.2 With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and Contract, except as disclosed in the Registration Statementset forth on Schedule 4.23.2 hereto, the Pricing Disclosure Package and the Prospectus: (i) the each Company and each of its Subsidiaries has Subsidiary has, at all times during the last three (3) years, complied and is in compliance in all material respects with all material the terms and conditions of each such Government Contract and Government BidContract, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations provisions and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicablerequirements incorporated expressly or by reference therein; (ii) the all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and correct in all material respects as of their effective date, and each Company and each of its Subsidiaries Subsidiary has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, such representations and as applicable, such Government Contract or Government Bidcertifications; and (iii) no Company or Subsidiary is in material breach or material default under any Government Contract and, to the Knowledge of Sellers, no event that with notice or lapse of time or both has occurred that would constitute a material breach of, or material default under, any Government Contract by any Company or any Subsidiary; (iv) neither the U.S. United States Government or Canadian Government, nor any prime contractor, subcontractor or other person Person has notified the any Company or any of its subsidiaries, Subsidiary in writing, writing that the any such Company or any of its Subsidiaries such Subsidiary has materially breached or violated any statuteapplicable Law, rule, regulation, or any material certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) requirement pertaining to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; and (v) no written notice of termination for convenience, termination for default, cure notice or show cause notice has been received by any Company or any Subsidiary and is in effect as of the purposes of this Agreementdate hereof pertaining to any Government Contract. 4.23.3 Except as set forth in Schedule 4.23.3 hereto, "Government Bid" means any offer made by (i) during the last five (5) years, no Company and no Subsidiary has received written notice that it or any of its affiliates respective Personnel is under administrative, civil or criminal investigation, or indictment or audit by any Governmental Body with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract (including its subsidiariesother than routine DCAA audits, in which no such irregularities, misstatements or omissions were expressly identified); and (ii) during the last three (3) years, whichno Company and no Subsidiary has conducted or initiated any internal investigation or made a voluntary disclosure to the United States Government, if acceptedwith respect to any alleged irregularity, would result in misstatement or omission arising under or relating to a Government Contract; "Government Contract" means any contract. 4.23.4 Except as set forth in Schedule 4.23.4 hereto, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement no Company and no Subsidiary has received written notice of any kind, between the (i) outstanding material claims against any Company or any of its subsidiaries on the one handSubsidiary, and (A) either by the United States Government or Canadian Government, (B) by any prime contractor contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract, or (ii) material disputes between any Company or any Subsidiary and the United States Government under the Contract Disputes Act or any other federal statute or between any Company or any Subsidiary and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract; and, to the Knowledge of Sellers, there are no threatened claims or disputes of the type described in the preceding clauses (i) and (ii). 4.23.5 During the last ten (10) years, and, to the Knowledge of Sellers for all prior periods, no Company and no Subsidiary, nor any of their respective Personnel, has been suspended or debarred from doing business with the United States Government or Canadian Government in its capacity as a prime contractoris, or (C) at any subcontractor with respect to any contract described in clause (A) time has been, the subject of a finding of nonresponsibility or clause (B) above, on the other hand. A task, purchase or delivery order under a ineligibility for United States Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatescontracting.

Government Contracts. (a) With respect to each Government Contract (i) except as defined below) to which set forth on Schedule 4.21, the Company has complied with all terms and conditions and all applicable Laws; (ii) no written notice has been received by the Company alleging that the Company is in breach or violation of any Law or contractual requirement; (iii) no written notice of termination, cure notice or show-cause notice has been received by the Company; (iv) except as set forth on Schedule 4.21, the Company has submitted all required labor rate proposals, as well as all required final indirect rate submissions, to the Defense Contract Audit Agency Administrative Contracting Officer, or other appropriate Government Authority, as applicable, in accordance with applicable federal regulations, and all such information submitted by the Company or, to the Company’s knowledge, the Company’s subcontractors in support of the negotiation of such Government Contract, or modification thereto, or in support of requests for payments thereunder, was, as of the date of price agreement or payment submission, current, accurate and complete and there are no outstanding or unresolved matters with respect thereto; (v) no cost incurred by the Company pertaining to such Government Contract (A) has been formally questioned or challenged, (B) is, to the Company’s knowledge, the subject of any investigation or (C) has been disallowed by the U.S. federal government; (vi) the Company has not been the subject of a formal audit by the Department of Defense or any of its Subsidiaries agencies, including the Defense Contract Audit Agency, with respect to any Government Contract nor, to the Company’s knowledge, has any such formal audit been threatened against the Company with respect to any Government Contract, other than routine inquiries, audits and reconciliations that were resolved without further action; (vii) no money due to the Company pertaining to such Government Contract has been withheld or offset nor has any claim been made to withhold or offset money, and to the knowledge of the Company, the Company is currently entitled to all progress payments received with respect thereto; and (viii) the Company is not a party participant in the 8(a) Business Development Program under the Small Business Act (15 U.S.C. §§ 631–657, 657a–657f), nor is any Government Contract a Section 8(a) contract pursuant to the 8(a) Business Development Program of the Small Business Act. (b) Neither the Company nor, to the Company’s knowledge, any of the members of the Company Board or its officers or employees is (or has received final payment within been at any time during the last three years prior years), with respect to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the ProspectusCompany: (i) under administrative, civil or criminal investigation, indictment or information by the Company and each of its Subsidiaries has complied and is in compliance in all material respects United States government with all material terms and conditions of each respect to any alleged irregularity, misstatement or omission regarding a Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; or (ii) suspended or debarred from doing business with the United States government or declared nonresponsible or ineligible for government contracting. Within the past three years, the Company and each has not made a voluntary disclosure under the Department of its Subsidiaries Defense Voluntary Disclosure Program to the United States government with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract. To the Company’s knowledge, there are no circumstances that would reasonably warrant Department of Defense suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company. To the Company’s knowledge, within the last three years, no payment has complied been made by the Company, or by any person on behalf of the Company, in all material respects connection with all material requirements any Government Contract, in violation of statuteapplicable procurement laws or regulations or in violation of, rule, regulation, order or agreements with the U.S. Government pertaining requiring disclosure pursuant to, and the Foreign Corrupt Practices Act, as applicableamended. (c) To the Company’s knowledge, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, United States government nor any prime contractor, subcontractor or other person vendor has notified asserted in writing any claim or initiated any dispute proceeding against the Company or any of its subsidiariesrelating to Government Contracts, in writing, that nor has the Company asserted any claim or initiated any of its Subsidiaries has breached dispute proceeding directly or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with indirectly against any such party concerning any Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. With respect to (a) True and correct lists, as of the date of this Agreement, of each Government Contract (as defined below) to for which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) performance has not been completed or (ii) final payment has not been received and each Bid is set forth in Section 4.16(a) of the Company and Disclosure Schedule; provided that certain Government Contracts are identified in a redacted manner as required to comply with applicable Laws. (b) Except as set forth on Section 4.16(b) of the Company Disclosure Schedule, to the Knowledge of the Company, (i) each of its Subsidiaries the Intel Companies has complied and is in compliance complied, in all material respects respects, with all material terms and conditions of each of its Government Contract Contracts and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, Bids as applicablerequired; (ii) the Company and each of its Subsidiaries the Intel Companies has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Truth in Negotiations Act and all other Laws applicable to any of its Government pertaining to, Contracts and as applicable, such Government Contract or Government BidBids; and (iii) all representations and certifications made by each of the Intel Companies with respect to each of its Government Contracts and Bids were complete and accurate as of their effective date and each of the Intel Companies has complied in all material respects with all such representations and certifications; (iv) no termination or default notice, cure notice or show cause notice has been issued and is currently in effect or is expected with respect to any of the Government Contracts or Bids (in each case, excluding after the date of this Agreement any notice of termination for convenience or without fault or otherwise without cause that arises from the announcement, consummation or existence of this Agreement or the transactions contemplated by this Agreement (and not from issues unrelated to this Agreement or the transactions contemplated by this Agreement)); (v) neither the U.S. Government or Canadian Government, any Governmental Entity nor any prime contractor, subcontractor or other person Person has notified the Company or indicated to any of its subsidiariesthe Intel Companies, either in writing, or to the Knowledge of the Company, orally that the such Intel Company or any of its Subsidiaries has breached or violated any statute, rule, regulationLaw, certification, representation, clause, provision or requirementmaterial requirement pertaining to any Government Contract or Bid; (vi) other than pursuant to Government Contract requirements for withholding of fees under reimbursement contracts and labor withholdings under time and materials/labor hour contracts, except as would notno amount of money due to any of the Intel Companies pertaining to any Government Contract or Bid has been withheld or set off nor has any claim been made to withhold or set off any amount of money, individually and each of the Intel Companies is entitled to all progress payments received with respect thereto; (vii) no stop work order has been issued with respect to any Government Contract or in Bid; (viii) no material cost incurred by any of the aggregateIntel Companies pertaining to any Government Contract or Bid has been formally questioned or challenged, have a Material Adverse Changeis the subject of any investigation or has been disallowed by any Governmental Entity; and (ivix) there have not been any written notices challenging, questioning or disallowing any material costs with respect to any Government Contract or Bid. (c) Except as set forth on Section 4.16(c) of the Company Disclosure Schedule, (i) none of the Intel Companies nor, to the knowledge Knowledge of the Company, no reasonable basis exists any of their respective directors, officers employees, consultants or agents, is (or during the last five (5) years has been) under administrative, civil or criminal investigation or indictment by any Governmental Entity; (ii) within the last five (5) years, none of the Intel Companies has received any notice of, there has not been, any audit or investigation of any of the Intel Companies, or to give rise the Knowledge of the Company, any of their respective directors, officers, employees or representatives, in each case, with respect to any alleged irregularity, misstatement, noncompliance or omission arising under or relating to any Government Contract or Bid or any Laws related thereto, nor, to the Knowledge of the Company, is any such audit or investigation threatened; and (iii) during the last five (5) years, none of the Company nor any of the Intel Companies has conducted or initiated any internal investigation or made any voluntary disclosure to any Governmental Entity with respect to any alleged irregularity, misstatement, noncompliance or omission arising under or relating to a material claim Government Contract or Bid or any Laws related thereto (including ITAR). To the Knowledge of the Company, none of the Intel Companies have had any irregularities, misstatements, noncompliance or omissions arising under or relating to any Government Contract or Bid that has led or is expected to lead, either before or after the Closing Date, to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or, to the filing of an action under the False Claims Act (31 U.S.C. §§ 3729-3733), or to the extent material, any other damage, penalty assessment, recoupment of payment or disallowance of cost. (d) Except as set forth on Section 4.16(d) of the Company Disclosure Schedule, to the Knowledge of the Company, there are (i) no outstanding claims against any of the Intel Companies, by a any Governmental Entity for fraud or by any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract or Bid, and (as such concept is defined ii) no material disputes between any Intel Company and any Governmental Entity under the state Contract Disputes Act or any other federal laws of the United States) in connection with statute or between any Intel Company and any prime contractor, subcontractor, vendor or other third party arising under or relating to any such Government Contract; for Contract or Bid. Except as set forth on Section 4.16(d) of the purposes Company Disclosure Schedule, to the Knowledge of this Agreementthe Company, "Government Bid" means there are no existing facts that could reasonably be expected to result in a claim or dispute under clause (i) or (ii) of the immediately preceding sentence. (e) None of the Company, nor any offer made by of the Intel Companies nor, to the Knowledge of the Company, any of their respective directors, officers, employees, consultants or agents of the Company or any of its affiliates the Intel Companies is (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means or during the last five (5) years has been) (i) suspended or debarred from doing business with any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian GovernmentGovernmental Entity, (Bii) subject to any prime contractor to the United States Government debarment or Canadian Government in its capacity as a prime contractorsuspension inquiry, or (Ciii) the subject of a finding of non-responsibility or ineligibility for government contracting. To the Knowledge of the Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of non-responsibility or ineligibility on the part of any subcontractor of the Intel Companies with respect to any contract described prior, current, or future Government Contract or Bid. During the last five (5) years, each of the Intel Companies has conducted its operations in clause compliance with the Laws pertaining to all Government Contracts and Bids. (Af) The Company has submitted to the responsible U.S. Government contracting officers and applicable agencies all forward pricing indirect rates to be bid, billed and charged by any of the Intel Companies under Government Contracts for the years ended December 31, 2007, 2008 and 2009 and which rates cover any costs charged to Government Contracts that have not been completed prior to June 30, 2009. In addition, each of the Intel Companies has submitted to the responsible U.S. Government contracting officer and applicable agencies any required incurred cost submissions for the years ended December 31, 2007 through 2009. (g) To the Knowledge of the Company, none of the Company nor any of the Intel Companies is in receipt or clause possession of any competitor or government proprietary or procurement sensitive information under circumstances where there is a reasonable basis to believe that such receipt or possession is unlawful or unauthorized. (Bh) aboveNone of the Intel Companies has submitted to any Governmental Entity any inaccurate, on the untruthful or misleading cost or pricing data, certification, bid, proposal, report, claim or any other hand. A task, purchase or delivery order under information relating to a Government Contract shall not constitute or Bid. (i) None of the Intel Companies is in possession of any property, equipment, fixtures or software that (i) was in the possession of, or directly acquired by a separate Government ContractGovernmental Entity and (ii) was subsequently loaned, for purposes bailed or otherwise furnished to or held by any of the Intel Companies (or any subcontractors on behalf of the Intel Companies) by or on behalf of the United States or any foreign country as of the date of this definition, but shall be part Agreement. (j) To the Knowledge of the Company, each of the Intel Companies has, in connection with award or performance of any Government Contract to which it relatesthe requirements of 48 C.F.R. 52.203-13 apply, timely disclosed to the proper U.S. government officials any credible evidence known to a principal (as that term is defined in FAR 2.101) of any of the Intel Companies of (i) violations of Federal criminal law involving fraud, conflict of interest, bribery or gratuity violations found in Title 18 of the U.S. Code, (ii) violations of the civil False Claims Act, 31 U.S.C. §§ 3729-3731, and (iii) a significant overpayment on a Government Contract, other than overpayments resulting from contract financing payments as defined in FAR 32.001.

Government Contracts. With respect (a) The Company has delivered or made available prior to the date of this Agreement complete and correct copies of each Government Contract the term of which has not expired, as set forth on Section 4.29(a) of the Company Disclosure Letter (as defined below“Current Government Contract”). (b) to which To the Company’s Knowledge, within the last three (3) years, none of the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior been in material breach of or material default under the terms of any Government Contract including terms related to the date hereof protection of government information, required cybersecurity standards, and prohibitions on the use of certain products or services. (c) Each Current Government Contract was legally awarded and is binding on the parties thereto. (d) No Current Government Contract is subject to each termination solely based on the consummation of the transactions contemplated by this Agreement due to any change in status or prohibition on any change of control provision set forth in such Current Government Bid Contract. (as defined belowe) and except as disclosed in To the Registration StatementKnowledge of the Company, within the last three (3) years, the Pricing Disclosure Package representations, certifications and the Prospectus: (i) warranties made by the Company and each its Subsidiaries with respect to Government Contracts were accurate in all material respects as of their effective dates. (f) Within the last three (3) years, neither the Company nor any of its Subsidiaries has complied received any written show cause, cure, deficiency, default, termination for convenience, bid protest, offset, disallowed, disputes or similar notice relating to any Government Contract. (g) To the Knowledge of the Company, within the last three (3) years, no event, condition or omission has occurred or currently exists that would reasonably be expected to constitute grounds for termination for cause or default of any Government Contract. (h) The Company and its Subsidiaries possess all facility security clearances and personnel security clearances necessary to conduct the business as it is currently being conducted as of the date hereof in all material respects and the Company and its Subsidiaries are in compliance in all material respects with all material terms and conditions of each Government Contract and Government Bidthe requirements applicable to the facility security clearances, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation those set forth in the Truth in Negotiations ActNational Industrial Security Program Operating Manual, the Federal Acquisition Regulation ("FAR")provisions of all applicable DD254 forms, and the Cost Accounting Standards, as applicable; (ii) any applicable industrial Security Letter or similar guidance or regulation. The Company has no knowledge of any pending revocation of any facility clearance of the Company and each or any Subsidiary of the Company or any pending revocation of any personnel security clearance of any employee of the Company or any Subsidiary. (i) Neither the Company, its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian GovernmentSubsidiaries, nor any prime contractorof their current respective directors, subcontractor officers or other person has notified employees in connection with the performance of the duties for, or on behalf of, the Company or any of its subsidiariesSubsidiaries, is currently debarred or suspended from bidding on any Governmental Contract, declared non-responsible or ineligible, or otherwise excluded from participation in writing, that the award of any Government Contract. (j) Neither the Company or nor any of its Subsidiaries has breached has, since January 1, 2018, undergone nor are they currently undergoing, any internal or violated external regulatory audit, review, inspection, investigation, survey, or examination of records relating to any statuteGovernment Contracts, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or other than in the aggregateordinary course of business. (k) Within the last three years, have a Material Adverse Change; and (iv) the U.S. Government has not loaned, bailed or otherwise furnished to the knowledge Company any personal property, equipment or fixtures necessary to perform any Government Contract. (l) With respect to each Government Contract, within the last three (3) years, (i) the Company has not received written notice of the Company, no reasonable basis exists to give rise to a material any claim by a Governmental Entity for fraud (Authority, prime contractor or subcontractor as such concept is defined under a result of defective pricing, labor mischarging or improper payments on the state or federal laws part of the United StatesCompany that could reasonably be expected to result in any material liability, and (ii) no cost in connection with any such Government Contract; for the purposes excess of this Agreement, "Government Bid" means any offer made $2,000,000 incurred by the Company has been disallowed for defective pricing, labor mischarging or improper payments on the part of Company, nor is any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement such cost the subject of any kindinvestigation, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor other than pursuant to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesroutine audit.

Government Contracts. (a) A true and complete copy of the Acquired Contracts, including any statements of work, task or delivery orders thereunder and modifications or amendments thereto and any other agreements related to the Acquired Business, has been delivered to the Buyer, to the extent the disclosure of each does not violate any laws or binding obligations. All material documentation and correspondence related to the Acquired Contracts in Sellers’ possession, including any financial records or other records required to be maintained by Seller under the Acquired Contracts or applicable Laws have been delivered to the Buyer, to the extent the disclosure of each does not violate any laws or binding obligations. The Acquired Contracts and any other contracts included in the Acquired Business constitute the legal, valid and binding obligations of the Seller and the counter-party thereto, are in full force and effect, and are enforceable in accordance with their terms except as limited by the Enforceability Exceptions. (b) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: Acquired Contracts: (i) the Company and each of its Subsidiaries Seller has materially complied and is in compliance in all material respects with all material terms and conditions of each Government Contract such Acquired Contracts and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; Laws pertaining thereto; (ii) all representations and certifications made by Seller in connection with such Acquired Contracts were accurate and complete at the Company time they were made and each of its Subsidiaries Seller has materially complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, representations and as applicable, such Government Contract or Government Bid; and certifications; (iii) neither Seller has not received any written, or, to the Knowledge of the Seller, oral, notice from the U.S. Government or Canadian Governmentother Person stating that Seller has breached, nor any prime contractoror alleging that Seller has breached, subcontractor or other person has notified the Company may have breached, or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or otherwise violated any statuteLaw pertaining to the Acquired Business or Acquired Contract, rule, regulation, or certification, representation, clause, provision or requirement, requirement pertaining to the Acquired Contract; (iv) Seller does not have any outstanding bids to perform services under such Acquired Contracts; (v) except as set forth on Schedule 2.7(b)(v), Seller has not been awarded any statements of work, purchase orders, or task orders and Seller does not have any subcontracts, teaming agreements, joint ventures, contractor team arrangements, work sharing, or similar agreements or commitments of any kind (written or oral) with respect to such Acquired Contracts; (vi) no termination for convenience, termination for default, cure notice, stop work notice or show cause notice has been issued to Seller pertaining to such Acquired Contracts, and, to the Knowledge of the Seller, there are no acts or omissions that would notreasonably be expected to result in a termination for convenience, individually termination for default, cure notice, stop work notice or in the aggregateshow cause notice pertaining to such Acquired Contracts; (vii) (A) all amounts previously billed by Seller to such Acquired Contracts have been properly billed to such Acquired Contracts; (B) there does not exist and has not existed any material irregularity, have a Material Adverse Changemisstatement or omission arising under or relating to such Acquired Contracts that has led or could reasonably be expected to lead to any material damage, penalty assessment, withholding, setoff, recoupment of payment or disallowance of cost; (C) no task order under such Acquired Contracts has incurred costs that exceed such task order price or estimated cost; and (ivD) no task order under such Acquired Contracts has incurred costs that exceed the amount of funding obligated under such task order; and (viii) No Governmental Entity or any other Person whose consent is required for the Seller to assign the Acquired Contract in connection with this Agreement has notified the Seller of its intent to refuse its consent to such assignment, and to the knowledge Knowledge of the CompanySeller, there exist no reasonable basis exists facts or circumstances indicating that any Governmental Entity or any other Person whose consent is required for the Seller to give rise assign the Acquired Contract intends to a material claim refuse to consent to such assignment. (i) There are no outstanding claims against Seller, either by any Governmental Entity or by any other Person, arising under or relating to any Acquired Contracts; (ii) there has not been any withholding or set-off of any payment by a Governmental Entity for fraud (as such concept is defined under or any other Person, nor, to the state or federal laws Knowledge of the United StatesSeller, has there been any attempt to withhold or set-off any money due under any Acquired Contracts, and (iii) there have not been any disputes between Seller and any other Person, including any Governmental Entity, arising under or relating to any Acquired Contracts. (d) Neither Seller, any Principal of Seller, nor, to the Knowledge of the Seller, any employee of Seller who has performed services under any Acquired Contracts is currently being or has been within the past three (3) years, audited or investigated with respect to such Acquired Contracts by any Governmental Entity, and to the Knowledge of the Seller, no such audit or investigation is threatened. (e) Neither Seller, any Principal of Seller, nor, to the Knowledge of the Seller, any employee of Seller who has performed services under any Acquired Contracts, is or has been under civil, administrative or criminal investigation or indictment or has information with respect to any alleged fraudulent or criminal activity involving such Acquired Contracts or the Acquired Business; and neither the Seller, any of its Principals, nor any employee of Seller who has performed services under any Acquired Contracts, has made, nor is required to make, any disclosure to a Governmental Entity, an Inspector General or a government contracting officer in connection with the Seller’s performance of such Acquired Contracts under FAR Subpart 3.1003 or FAR 52.203-13. (f) Neither Seller, any Principal of Seller, nor any employee of Seller who has performed services under any Acquired Contracts, is currently or within the past three (3) years has been suspended, debarred, proposed for debarment or otherwise been found nonresponsible or otherwise ineligible for award of a government contract. (g) Seller has not 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, nor engaged in any other conduct that would create, in connection with any such Government Contract; Governmental Entity procurement, an organizational conflict of interest as defined in the FAR Subpart 9.5, or other applicable Law or regulation. (h) Seller and its respective officers, employees, agents, consultants, and, for the purposes avoidance of this Agreementdoubt, "the Transferred Employees as identified in Section 4.5 herein, have complied in all material respects with the requirements of the National Industrial Security Program Operating Manual, and possess all facility security clearances and personnel security clearances required to perform the Acquired Contracts as being performed as of the Closing Date. The Seller is not required to possess or have employees with any facility security clearances or personnel security clearances to perform the Acquired Contracts in the ordinary course of business, except as set forth on Schedule 2.7(h). (i) Schedule 2.7(i) sets forth all Government Bid" means any offer made by Furnished Equipment in the Company or any of Seller’s possession, together with the Acquired Contract under which it was provided and its affiliates (including its subsidiaries)current location. To the extent required, which, if accepted, would result Seller has certified to the applicable Governmental Entity in a timely manner that all Government Contract; "Government Contract" means Furnished Equipment is in good working order, reasonable wear and tear excepted, and otherwise meets the requirements of the Acquired Contracts and all applicable Laws. There are no outstanding loss, damage or destruction reports that have been or should have been submitted to any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement Governmental Entity in respect of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesFurnished Equipment.

Government Contracts. Except as set forth on Schedule 5.8 hereto: (a) Seller is not a party to any Contract or subject to any Regulation that would result in the termination of any Government Contract or that would impose any limitation on Seller's ability to perform a Government Contract or to continue its business as presently conducted and proposed to be conducted. (b) No payment has been made by Seller or by any Person authorized to act on its behalf, to any Person in connection with any Government Contract of Seller, in violation of applicable United States or foreign procurement Regulations, including without limitation any criminal or civil Regulations relating to bribes or gratuities, or in violation of the Foreign Corrupt Practices Act. (c) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries Seller is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectusparty: (i) the Company all representations and each certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and correct as of its Subsidiaries their effective date, and Seller has complied and is in compliance in all material respects with all material terms such representations 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, any Governmental Entity nor any prime contractor, subcontractor or other person Person has notified the Company Seller, either orally or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries Seller has breached or violated any statuteRegulation, rule, regulation, certificationor any certificate, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Changerequirement pertaining to such Government Contract; and (iviii) no termination for convenience or termination for 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. (i) Neither Seller nor any of its directors, officers, employees or stockholders is (or during the last five (5) years has been) under administrative, civil or criminal investigation or indictment by any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract; and (ii) during the last five (5) years, Seller has not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Entity related to the knowledge of the Companysame. (e) There exist (i) no outstanding Claims against Seller, no reasonable basis exists to give rise to a material claim either by a Governmental Entity for fraud (as such concept is defined or by any prime contractor, subcontractor, vendor or other third party, arising under the state or federal laws of the United States) in connection with relating to any such Government Contract; for and (ii) no disputes between Seller and the purposes of this AgreementUnited States government under the Contract Disputes Act or any other federal Regulation or between Seller and any prime contractor, "subcontractor or vendor arising under or relating to any Government Bid" means any offer made by the Company or Contract. (f) Neither Seller nor any of its affiliates directors, officers, employees or stockholders is (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between during the Company last five (5) years has been) suspended or any of its subsidiaries on the one hand, and (A) debarred from doing business with the United States Government government or Canadian Government, other Authority or is (Bor during such period was) any prime contractor the subject to the a finding of nonresponsibility or ineligibility for United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesgovernment contracting.

Government Contracts. With respect to each Government Contract (as defined belowa) to which Schedule 4.10(a)(xiv) of the Company Disclosure Letter sets forth a complete and accurate record of the Government Contracts. The Company has provided or any made available to Parent true and complete copies of its Subsidiaries is currently a party or has received final payment within three years prior to all Government Contracts listed in Schedule 4.10(a)(xiv) of the date hereof and to each Government Bid Company Disclosure Letter. (as defined belowb) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the The Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries Subsidiary has complied in all material respects with (i) all material statutory and regulatory requirements where and as applicable to each of the Company’s and each Company Subsidiary’s Government Contracts and each of the Company’s and each Company Subsidiary’s quotations, bids and proposals for Government Contracts; (ii) all terms and conditions, including all clauses, provisions, specifications, and quality assurance, testing and inspection requirements of statutethe Company’s or Company Subsidiary’s Government Contracts, rulewhether incorporated expressly, regulation, order by reference or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bidby operation of Law; and (iii) neither all applicable representations, certifications and disclosure requirements under each of the U.S. Company’s and such Company Subsidiary’s Government or Canadian GovernmentContracts and each of the Company’s and such Company Subsidiary’s quotations, bids and proposals for Government Contracts. (i) Neither the Company, nor any prime contractorCompany Subsidiary, subcontractor or other person has notified the Company or nor any of its subsidiariestheir respective managers or officers is/are (or for the last three years has/have been) under administrative, in writingcivil or criminal investigation, indictment or information or audit (other than routine audits) with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract, quotation, bid, or proposal that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would notwould, individually or in the aggregate, reasonably be expected to result in liability or expense; (ii) within the past three years, neither the Company nor any Company Subsidiary has entered into any consent order or administrative agreement, or undertaken any internal investigation or audit relating directly or indirectly to any Government Contract, quotation, bid, or proposal that has had or would, individually or in the aggregate, reasonably be likely to result in liability or expense; (iii) neither the Company, nor any Company Subsidiary, nor any of their respective managers or officers has/have in the last three years made a Material Adverse Change“Voluntary Disclosure” pursuant to the Department of Defense Fraud Voluntary Disclosure Program or Mandatory Disclosure Rule with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract quotation, bid, or proposal; and (iv) to the knowledge of neither the Company, no reasonable basis exists nor any Company Subsidiary has taken any action or failed to take any action that would reasonably be expected to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined liability under the state Civil or federal laws Criminal False Claims Act, the Truth in Negotiations Act, or common law claims based on misrepresentation or unjust enrichment. (d) None of the United States) in connection with Company’s nor any such Company Subsidiary’s Government Contract; Contracts has been terminated for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesdefault.

Government Contracts. With (i) Section 3.01(y)(i) of the Company Disclosure Letter identifies (A) each currently active Government Contract awarded to the Company or any of its Subsidiaries or that relates to a program set forth on Section 3.01(y)(i) of the Company Disclosure Letter, or which remains open to audit periods (collectively, “Material Government Contracts”), and (B) all outstanding quotations, bids, and proposals submitted by the Company or any of its Subsidiaries which, to the Knowledge of the Company, are still subject to acceptance by either a federal Governmental Entity of the United States or any proposed prime contractor or subcontractor of a federal Governmental Entity of the United States with respect to each any potential Government Contract (as defined belowx) having aggregate future payments to the Company and its Subsidiaries in excess of $250,000 or (y) for which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to provided any bid bond (collectively, “Government Bids”). (ii) To the date hereof and to each Government Bid (as defined below) and except as disclosed in Knowledge of the Registration StatementCompany, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms applicable statutory and conditions of regulatory requirements with respect to each Material Government Contract and Government Bid. (iii) To the Knowledge of the Company, including all incorporated clausesneither a federal Governmental Entity of the United States nor any prime contractor or subcontractor of a federal Governmental Entity of the United States has notified the Company in writing that the Company or any of its Subsidiaries breached a requirement of a Material Government Contract, provisionsor violated any applicable Law with respect to any Material Government Contract or with respect to any Government Bid. All representations, certifications, representationsdisclosures and warranties made by the Company and any of its Subsidiaries with respect to such Material Government Contracts or Government Bids were current, requirements, schedules, attachments, regulations accurate and applicable laws, including without limitation the Truth complete in Negotiations Act, the Federal Acquisition Regulation ("FAR")all material respects as of their effective date, and the Cost Accounting Standards, as applicable; (ii) the Company and each any of its Subsidiaries has complied in all material respects with all material requirements such representations, certifications, disclosures and warranty requirements. (iv) To the Knowledge of statutethe Company, rulesince June 30, regulation2014, order no written notices of terminations for convenience or agreements with the U.S. Government pertaining todefault, show cause or cure notices and as applicable, such Government Contract no stop work orders or Government Bid; and (iii) neither the U.S. Government notices of non-exercise of an option to extend a multi-year contract have been issued to or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that against the Company or any of its Subsidiaries has breached or violated with respect to any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in Material Government Contract. (v) To the aggregate, have a Material Adverse Change; and (iv) to the knowledge Knowledge of the Company, since June 30, 2014, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws costs incurred in respect of the United States) in connection with any such Material Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made Contract by the Company or any of its affiliates (including its subsidiaries)Subsidiaries have been questioned, whichwithheld or set-off, if accepted, would result in and remain unresolved or disallowed because of a Government Contract; "Government Contract" means finding or determination of any contractkind by a Governmental Entity, including any arrangementthe Defense Contract Audit Agency, joint venture, basic ordering agreement, pricing agreement, letter agreement and no outstanding material costs invoiced or other similar arrangement of any kind, between claimed by the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor Subsidiaries with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Material Government Contract shall have been questioned, withheld or set-off, and remain unresolved or disallowed. (vi) To the Knowledge of the Company, since June 30, 2014, no contracting officer’s final decisions have been issued by a federal Governmental Entity concerning and referencing any Material Government Contract. (vii) To the Knowledge of the Company, none of the Company, its Subsidiaries or any of their respective principals (as defined in FAR 52.209-5) is, or since June 30, 2014, has been, suspended, debarred or proposed for debarment from doing business with any federal Governmental Entity of the United States or has been declared non-responsible or ineligible for contracting with or for any federal Governmental Entity of the United States. To the Knowledge of the Company, since June 30, 2014 the Company has not constitute made a separate voluntary disclosure or a mandatory disclosure pursuant to the Federal Acquisition Regulation (“FAR”) mandatory disclosure provisions (FAR 9.406-2, 9.407-2 & 52.203-13) to any federal Governmental Entity of the United States and no facts exist which would reasonably be expected to give rise to a claim for fraud under federal or state Law. (viii) To the Knowledge of the Company, there are no outstanding material claims or disputes against the Company or any of its Subsidiaries by a federal Governmental Entity of the United States or by any prime contractor or subcontractor arising under or relating to any Material Government Contract (ix) Neither the Company nor any of its Subsidiaries are under an organizational conflict of interest (as defined in FAR Subpart 9.5) mitigation plan with respect to any Government Contract. (x) To the Knowledge of the Company, all technical data, computer software (other than third party computer software), and computer software documentation delivered to a Governmental Entity of the U.S. or to any prime contractor by the Company or any of its Subsidiaries in performance of a Material Government Contract, for purposes has included the proper restrictive legends identified in the FAR and the Department of this definition, but shall be part Defense FAR Supplement to protect Intellectual Property Rights of the Company or any of its Subsidiaries. (xi) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any pending requests for equitable adjustment, claims or disputes against a federal Governmental Entity of the United States, or against any prime contractor or subcontractor, arising under or relating to any Material Government Contract, except for routine demands for payment. (xii) To the Knowledge of the Company, no Material Government Contract or Government Bid is based on the Company or any of its Subsidiaries having some form of small business or preferred status afforded by applicable statute or regulation. (xiii) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any past performance rating less than “satisfactory” with respect to which any Material Government Contract with a federal Governmental Entity of the United States since June 30, 2014. (xiv) Section 3.01(y)(xiv) of the Company Disclosure Letter sets forth true and complete listings (including an indication of the type of clearance) of all facility security clearances issued by any federal Governmental Entity of the United States held by the Company and its Subsidiaries. To the Knowledge of the Company, the facility security clearances set forth in Section 3.01(y)(xiv) of the Company Disclosure Letter and the personnel security clearances held by the officers, directors, managers and employees of the Company and its Subsidiaries constitute all of the facility and personnel security clearances necessary to conduct the business of the Company or any of its Subsidiaries as it relatesis currently being conducted. To the Knowledge of the Company, the Company and each of its cleared Subsidiaries holds, and at all relevant times since June 30, 2014, has held, at least a “satisfactory” rating from the DSS with respect to their respective facility security clearances and there are no liabilities or obligations relating to or arising from any violation by the Company or any of its Subsidiaries of the NISPOM or prior failure by the Company or any of its Subsidiaries to maintain at least a “satisfactory” rating from the DSS. The Company and its cleared Subsidiaries are in compliance with all national security obligations specified in the NISPOM. All facility security clearances held by the Company and its Subsidiaries are currently in full force and effect. No termination for default, notice of rescission, notice of revocation, notice of wrongdoing, notice of breach, cure notice or show cause notice from the DSS or any other federal Governmental Entity of the United States has been issued and remains unresolved with respect to any such facility security clearance.

Government Contracts. With respect to each (a) Each Government Contract (in effect as defined below) of the date hereof has been lawfully awarded to which or assigned or novated in the name of the Company or any one of its Subsidiaries and is not currently the subject of any proposed assignment or novation to any third party. (b) There is no Government Contract that requires or is subject to a party financial guaranty or has received final payment within three years prior to the date hereof and to each Government Bid surety. (as defined belowc) and except as disclosed in the Registration StatementSince [**], the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has have complied with all Laws applicable to their performance of each Government Contract and is have been in compliance in all material respects with all material the terms and conditions of each Government Contract and Government Bidconditions, including all applicable clauses and provisions incorporated clausesexpressly, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicablewhether by reference or by operation of Law; (ii) all representations and certifications submitted by the Company and each or any of its Subsidiaries has complied with respect to any Government Contract were current, accurate, and complete in all material materials respects with all material requirements as of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bidtheir effective date; and (iii) neither the U.S. Government or Canadian Government, Company nor any prime contractorof its Subsidiaries has submitted to any Governmental Entity any materially inaccurate cost or pricing data, subcontractor or certification or representation relating to a Government Contract or prospective Government Contract. No Governmental Entity or other person has asserted or notified in writing the Company, any of its Subsidiaries, or, to the Company’s knowledge, any subcontractor or vendor of the Company or any of its subsidiariesSubsidiaries with respect to its work for the Company or such Subsidiary of any circumstance described in sections (i)-(iii) of this paragraph. (d) Since [**], (i) neither the Company, nor any of its Subsidiaries has been, with respect to any Government Contract, audited or investigated by any Governmental Entity (except for audits in the ordinary course of business), or is subject to or in receipt of any material: administrative, civil, or criminal investigation, complaint, penalty, indictment, or information; termination for convenience or default; cure notice; stop work notice; show cause notice; disallowance of expressly unallowable costs; assessment of liquidated damages; demand for recoupment or refund; or adverse contracting officer’s final decision, and none of the foregoing actions has been threatened in writing; (ii) no material costs incurred by the Company or its Subsidiaries have been formally disallowed as a result of a written finding or determination by a Governmental Entity, and no Governmental Entity has withheld or setoff or attempted or threatened to withhold or setoff, material amounts otherwise due or payable to the Company or any of its Subsidiaries under any Government Contract; and (iii) there are no outstanding material protests, claims, or disputes relating to any Government Contract, and no such material protests, claims, or disputes have been threatened in writing. (e) Since [**], neither the Company nor any of its Subsidiaries has conducted or initiated any internal investigation with respect to any Government Contract or made a disclosure, and there has not been any credible evidence identified that would warrant such an investigation or disclosure. (f) Since [**], with respect to each Government Contract: (i) no Governmental Entity or prime contractor has asserted in writing against the Company or any of its Subsidiaries, and there is no pending, or, to the Company’s Knowledge, threatened (x) material claim for indemnification arising under or relating to any Government Contract, or (y) any material warranty payment or remedy arising under or relating to any Government Contract except in the ordinary course of business; (ii) there are no material outstanding performance bonds; and (iii) neither the Company nor any of its Subsidiaries has assigned the proceeds or prospective proceeds of any Government Contract under the federal Assignment of Claims Act, 31 U.S.C. § 3727. (g) Neither the Company nor any of its Subsidiaries, nor any of their respective principals (as defined at FAR 52.209-5) is, or has been at any time since [**], debarred, suspended, proposed for debarment, deemed non-responsible or otherwise excluded from eligibility for consideration for award of any contracts with any Governmental Entity; convicted of, had a civil judgment rendered against it for, or is currently criminally charged or indicted for the commission of fraud or a criminal offense in connection with business with any Governmental Entity; nor is any such action pending or to the Knowledge of the Company, threatened. To the Company’s Knowledge, no circumstances exist that would reasonably be expected to warrant the institution of debarment or suspension proceedings against the Company or its Subsidiaries, or any principal thereof. (h) Since [**], neither the Company nor any of its Subsidiaries has, with respect to any Government Contract, received any written notice from a Governmental Entity identifying a material organizational conflict of interest or been required to implement any organizational conflict of interest mitigation plan, or agreed to refrain from any business activity for purposes relating to actual or perceived organizational conflicts of interest. (i) Except as set forth on Section 3.26(i) of the Disclosure Schedule, since [**], no Government Contract was awarded or extended based in whole or in part upon the Company’s or any of its Subsidiaries’ asserted preferential size or socioeconomic status with respect to any Government Contract, including small, small disadvantaged, women-owned, veteran-owned, Tribal or Native-owned, or minority-owned, or other size-based or socioeconomic status, and to the Company’s Knowledge, no material portion of the business of the Company or its Subsidiaries is attributable to or dependent upon the continuation of any such status and the Company’s and its Subsidiaries’ asserted preferential size or socioeconomic status was true and accurate at the time of such assertion. (j) Since [**], neither the Company, nor any of its Subsidiaries, nor, to the Knowledge of the Company, any Representative or Affiliate of, or Person acting for or on behalf of the Company or any of its Subsidiaries has breached with respect to any Government Contract directly or indirectly made, offered to make, solicited, or received any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, in violation of applicable Law. Neither the Company nor any of its Subsidiaries has violated in any statute, rule, regulation, certification, representation, clause, provision material respect any applicable Law or requirement, except as would not, individually administrative or in contractual restriction associated with the aggregate, have a Material Adverse Change; and (iv) to the knowledge employment of the Company, no reasonable basis exists to give rise to a material claim by current or former officials or employees of a Governmental Entity for fraud Entity. (as such concept is defined under the state or federal laws of the United Statesk) in connection with With respect to any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made lower-tier subcontracts executed by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result Subsidiary and currently in a effect under any Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or such Subsidiary has obtained all required Governmental Entity consents for such subcontracts and has included all applicable mandatory contract clauses in such subcontracts. (l) Since [**], neither the Company nor any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order Subsidiaries has supplied under a Government Contract shall not constitute or, as applicable, used or caused a separate Government Contract, for purposes of this definition, but shall be part of the higher-tier party to any Government Contract to which it relatesuse, equipment, software, or services that are banned from procurement under such Government Contract or applicable Law. (m) Neither the Company nor any of its Subsidiaries maintains or has previously maintained a facility security clearance.

Government Contracts. With respect to each Government Contract (as defined below) to which the Company any prime contract, subcontract, basic ordering agreement, letter contract, purchase order or delivery order of any kind, including all amendments, modifications and options thereunder or relating thereto between any of its Subsidiaries is currently a party or has received final payment within three years prior to the Group Companies and any Governmental Entity (“Government Contracts”) in effect on the date hereof and that is material to each Government Bid (the Group Companies, taken as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectusa whole: (ia) no such Government Contract is currently the subject of bid or award protest proceedings and, to the Company’s Knowledge, no such Government Contract is reasonably likely to become the subject of bid or award protest proceedings; (b) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has Group Companies have complied in all material respects with all statutory and regulatory requirements applicable to each of the Government Contracts and their associated quotations, bids and proposals; (c) all facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of the Group Companies in connection with each of the Government Contracts and their associated quotations, bids and proposals were true and accurate in all material requirements respects as of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Biddate of submission; and (iiid) neither the U.S. Government or Canadian Government, no Governmental Entity nor any prime contractor, contractor or higher-tier subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute has disallowed any material costs claimed by the Group Companies under such Government Contracts; (e) no Governmental Entity has within the 12 months prior to the date hereof made any written claim for any material price adjustment or any other request for a separate material reduction in the price of any of such Government ContractContracts; (f) within the last 12 months, for purposes of this definition, but shall be part the Company has received no written notice terminating any of the Company’s Government Contract Contracts for default or for convenience or indicating an intent to which it relatesterminate any such Government Contracts for convenience; (g) neither the Group Companies nor, to the Company’s Knowledge, any stockholder, employee of or consultant to the Company, has been or is now suspended, debarred or proposed for suspension or debarment from government contracting; and (h) to the Company’s Knowledge, the Group Companies have not undergone and are not undergoing any audit, review, inspection, investigation, survey or examination of records relating to such Government Contracts, other than in the ordinary course of business, and, to the Company’s Knowledge, there is no reasonable basis for any such audit, review, inspection, investigation, survey or examination of records, other than in the ordinary course of business.

Government Contracts. (a) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) current Contract between Seller, on the Company one hand, and any Governmental Authority, on the other hand, and (ii) each outstanding bid, quotation or proposal by Seller (each, a “Bid”) that if accepted or awarded would reasonably be expected to lead to a Contract between Seller, on the one hand, and any Governmental Authority, on the other hand, including any facilities Contract for the use of government-owned facilities (each such Contract or Bid, a “Seller Government Contract”) and each of its Subsidiaries has complied Contract between Seller, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such person and any Governmental Authority, and each outstanding Bid that if accepted or awarded could lead to a Contract between Seller, on the one hand, and a prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such person and any Governmental Authority (each such Contract or Bid, a “Seller Government Subcontract”): (i) each such Seller Government Contract or Seller Government Subcontract was legally awarded and is binding on the parties thereto, and is in compliance full force and effect except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles regardless of whether enforcement is sought in all material respects with all material a proceeding at law or in equity; provided that for purposes of this Section 4.08(a)(i), the terms and conditions of each Seller Government Contract and Seller Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; Subcontract shall not include any Bids; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to (1) a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws Laws of the United States) in connection with any Seller Government Contract or Seller Government Subcontract or under the United States False Claims Act or the United States Procurement Integrity Act, or (2) a claim under the United States Truth in Negotiations Act; (iii) since January 1, 2007, neither the United States government nor any prime contractor, subcontractor or other person or entity has notified Seller, in writing, that Seller has, or may have, breached or violated in any material respect any Law, certification, representation, clause, provision or requirement pertaining to such Seller Government ContractContract or Seller Government Subcontract, and all facts set forth or acknowledged by any representations, claims or certifications submitted by or on behalf of Seller in connection with such Seller Government Contract or Seller Government Subcontract were current, accurate and complete in all material respects on the date of submission; (iv) since January 1, 2007, Seller has not received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice (or, in the case of Contracts governed by Laws other than the state or federal Laws of the United States, the functional equivalents thereof, if any) pertaining to such Seller Government Contract or Seller Government Subcontract, and Seller is not aware of any basis for any such notice, except any notice that, individually or in the aggregate, is not reasonably likely to be material to the Business; (v) since January 1, 2007, no cost incurred by Seller pertaining to such Seller Government Contract or Seller Government Subcontract has been questioned or challenged, is the subject of any audit or, to the Knowledge of Sellers, investigation or has been disallowed by any Government Entity, except any investigation, audit or disallowance (or, in the case of Contracts governed by Laws other than the state or federal Laws of the United States, the functional equivalents thereof, if any) that, individually or in the aggregate, is not reasonably likely to be material to the Business (vi) since January 1, 2007, no material payment due to Seller pertaining to such Seller Government Contract or Seller Government Subcontract has been withheld or set off, and Seller is entitled to all progress or other payments received to date with respect thereto; and (vii) Seller has complied in all material respects with all requirements of such Seller Government Contract or Seller Government Subcontract and any Law relating to the safeguarding of, and access to, classified information (or, in the case of Contracts governed by Laws other than the state or federal Laws of the United States, the functional equivalent thereof, if any). (b) Neither Seller, nor any of the respective directors, officers, employees, consultants or agents of Seller, is, or within the past three (3) years has been, to the Sellers’ Knowledge (i) under any material administrative, civil or criminal investigation, audit, indictment or information by any Governmental Authority, (ii) the subject of any material audit or investigation by Seller, in each case, with respect to any alleged violation of Law or Contract arising under or relating to any Seller Government Contract or Seller Government Subcontract, or (iii) debarred or suspended, or proposed for the debarment or suspension, or received notice of actual or proposed debarment or suspension (or for purposes of this Agreementclause (iii), "Government Bid" means in the case of Contracts governed by Laws other than the state or federal Laws of the United States, the functional equivalents thereof, if any), from participation in the award of any offer made by Contract with any Governmental Authority. There exist no facts or circumstances that, to the Company Sellers’ Knowledge, would warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to Seller, or any of its affiliates respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Authority. (c) Since January 1, 2007, Seller has not received written notice of any (i) outstanding material claims (including its subsidiaries)claims relating to bid or award protest proceedings (or, whichin the case of Seller Government Contracts or Seller Government Subcontract governed by Laws other than the state or federal Laws of the United States, the functional equivalents thereof, if acceptedany)) against Seller, would result in a Government Contract; "Government Contract" means either by any contractGovernmental Authority or by any prime contractor, including any arrangementsubcontractor, joint venture, basic ordering agreement, pricing agreement, letter agreement vendor or other similar arrangement person, arising under or relating to any Seller Government Contract or Seller Government Subcontract, or (ii) outstanding material claims or requests for equitable adjustment (or, in the case of any kindSeller Government Contracts or Seller Government Subcontract governed by Laws other than the state or federal Laws of the United States, the functional equivalent thereof, if any) or disputes (including claims, requests and formal disputes relating to bid or award protest proceedings) between the Company or any of its subsidiaries Seller, on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) abovegovernment, on the other hand. A task, purchase under the United States Contract Disputes Act, as amended, or delivery order any other Law or between Seller, on the one hand, and any prime contractor, subcontractor, vendor or other person, on the other hand, arising under a or relating to any Seller Government Contract shall or Seller Government Subcontract. Since January 1, 2007, Seller has not constitute a separate received any written adverse or negative past performance evaluations or ratings in connection with any Seller Government Contract, for purposes of this definitionSeller Government Subcontract or other Contract with a Governmental Authority, but shall be part of except any evaluation or rating that, individually or in the aggregate, is not reasonably likely to materially impact the Business. Seller does not have (i) any interest in any pending claim against any Governmental Authority, or (ii) any interest in any pending claim against any prime contractor, subcontractor, vendor or other person in each case arising under or relating to any Seller Government Contract or Seller Government Subcontract. (d) Seller is not aware of any facts that are reasonably likely to which it relatesgive rise to the revocation of any security clearance of Seller, or any employee of Seller.

Government Contracts. With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government United States government or Canadian Governmentgovernment, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government government or Canadian Governmentgovernment, (B) any prime contractor to the United States Government government or Canadian Government government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. With respect to each Government Contract (as defined belowa) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) Since December 29, 2006, and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would notnot have, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of Effect on the Company, no reasonable basis exists with respect to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any each prime contract, including any subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, pricing blanket purchase agreement, letter agreement agreement, purchase order, delivery order, task order, grant, cooperative agreement, bid, change order or other similar arrangement of any kind, commitment or funding vehicle between the Company or any of its subsidiaries on the one hand, and (Ai) the United States Government or Canadian Governmenta Governmental Authority, (Bii) any prime contractor to the United States a Governmental Authority (a “Government or Canadian Government in its capacity as a prime contractor, Prime Contractor”) or (Ciii) any subcontractor with respect to any contract described in clause subclauses (i) or (ii) (a “Government Subcontractor”; such contracts, being the “Government Contracts”), (A) the Company and each of its subsidiaries has complied with all material terms and conditions of such Government Contracts, including all clauses, provisions and requirements incorporated expressly, by reference or clause by operation of law therein, (B) abovethe Company and each of its subsidiaries has complied with all material requirements of Applicable Laws pertaining to such Government Contracts, (C) all representations and certifications executed, acknowledge or set forth in or pertaining to such Government Contracts were complied with and correct in all material respects as of their effective date, and the Company and each of its subsidiaries has complied in all material respects with all such representations and certifications, (D) neither the United States Government nor any Government Prime Contractor or Government Subcontractor has notified the Company or any of its subsidiaries in writing that the Company or such subsidiary has breached or violated any Applicable Law, or any material certification, representation, clause, provision or requirement pertaining to such Government Contracts, (E) no termination for convenience, termination for default, cure notice or show cause notice has been given (and is currently in effect as of the date of this Agreement) pertaining to any Government Contract or claim or request for equitable adjustment by the Company or any of its subsidiaries against a Governmental Authority and (F) no Governmental Authority has requested a contract price adjustment based on a claimed disallowance by the Defense Contract Audit Agency (or other applicable Governmental Authority) or claim of defective pricing. (b) The Company’s and each of its subsidiary’s cost accounting and procurement systems with respect to Government Contracts are in compliance in all material respects with all applicable governmental regulations and requirements. (c) Neither the Company nor any of its subsidiaries, nor any of their respective directors, officers or employees (i) is (or during the last three years has been) under administrative, civil or criminal investigation, or indictment or audit by any Governmental Authority with respect to any material irregularity, material misstatement or material omission arising under or relating to any Government Contract (other than routine Defense Contract Audit Agency audits, in which no such material irregularities, material misstatements or material omissions were identified) or (ii) during the last three years has conducted or initiated any material internal investigation or made a voluntary disclosure to the United States Government, with respect to any material irregularity, misstatement or omission arising under or relating to any Government Contract. (d) Except as would not have, individually or in the aggregate, a Material Adverse Effect on the Company, there exist (i) no outstanding claims against the Company or any of its subsidiaries, either by the United States Government or by any Government Prime Contractor or Government Subcontractor arising under or relating to any Government Contracts and (ii) no disputes between the Company or any of its subsidiaries and the United States Government under the Contract Disputes Act or any other hand. A task, purchase Federal statute or delivery order between the Company or any of its subsidiaries and any Government Prime Contractor or Government Subcontractor arising under a Government Contract shall not constitute a separate or relating to any Government Contract. (e) Neither the Company, any of its subsidiaries nor any of its or their respective directors, officers, or employees is or for purposes the last three years has been formally debarred or formally suspended from participation in the award of this definition, but shall be part of the Government Contract to which it relatescontracts with any Governmental Agency or has been declared ineligible for contracting with any Governmental Agency.

Government Contracts. With (a) Since August 31, 2011, and except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Government Contract (as defined below) to which prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, blanket purchase agreement, letter agreement, purchase order, delivery order, task order, grant, cooperative agreement, bid, change order or other commitment or funding vehicle between the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) a Governmental Entity, (ii) any prime contractor to a Governmental Entity (a “Government Prime Contractor”) or (iii) any subcontractor with respect to any contract described in subclauses (i) or (ii) (a “Government Subcontractor”)(such contracts, being the “Government Contracts”), (A) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Government BidContracts, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly, certificationsby reference or by operation of law therein, representations(B) the Company and each of its Subsidiaries has complied with all material requirements of applicable Law pertaining to such Government Contracts, requirements(C) all representations and certifications executed, schedules, attachments, regulations acknowledged or set forth in or pertaining to such Government Contracts were complied with and applicable laws, including without limitation the Truth correct in Negotiations Act, the Federal Acquisition Regulation ("FAR")all material respects as of their effective date, and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statutesuch representations and certifications, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iiiD) neither the U.S. United States Government or Canadian Government, nor any prime contractor, subcontractor Government Prime Contractor or other person Government Subcontractor has notified the Company or any of its subsidiaries, Subsidiaries in writing, writing that the Company or any of its Subsidiaries such Subsidiary has materially breached or materially violated any statuteapplicable Law, rule, regulation, or any material certification, representation, clause, provision or requirementrequirement pertaining to such Government Contracts, except (E) no termination for convenience, termination for default, or cure notice or show cause notice under the Federal Acquisition Regulations has been given (and is currently in effect as of the date of this Agreement) pertaining to any Government Contract or claim or request for equitable adjustment by the Company or any of its Subsidiaries against a Governmental Entity and (F) no Governmental Entity has requested a material contract price adjustment based on a claimed material disallowance by the Defense Contract Audit Agency (or other applicable Governmental Authority) or claim of defective pricing. (b) The Company’s and each of its Subsidiaries’ cost accounting and procurement systems with respect to Government Contracts are in compliance in all material respects with all applicable governmental regulations and requirements. (c) Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers or employees (i) is (or during the last three years has been) under administrative, civil or criminal investigation, or indictment or audit by any Governmental Authority with respect to any material irregularity, material misstatement or material omission arising under or relating to any Government Contract (other than routine Defense Contract Audit Agency audits, in which no such material irregularities, material misstatements or material omissions were identified) or (ii) during the last three years has conducted or initiated any material internal investigation or made a voluntary disclosure to the United States Government, with respect to any material irregularity, misstatement or omission arising under or relating to any Government Contract. (d) Except as has not had and would notnot be reasonably likely to have, individually or in the aggregate, have a Company Material Adverse Change; and Effect, there exist (ivi) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by outstanding claims against the Company or any of its affiliates Subsidiaries, either by the United States government or by any Government Prime Contractor or Government Subcontractor arising under or relating to any Government Contracts and (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, ii) no disputes between the Company or any of its subsidiaries on the one hand, Subsidiaries and (A) the United States Government under the Contract Disputes Act of 1978, as amended, or Canadian any other federal statute or between the Company or any of its Subsidiaries and any Government Prime Contractor or Government Subcontractor arising under or relating to any Government Contract. (e) Neither the Company, any of its Subsidiaries nor any of its or their respective directors, officers, or employees is or for the last three years has been formally debarred or formally suspended from participation in the award of contracts with any Governmental Entity or has been declared ineligible for contracting with any Governmental Entity. (f) Except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received an adverse or negative government past performance evaluation or rating prepared and administered pursuant to Federal Acquisition Regulation Subpart 42.15 that could adversely affect the evaluation by the Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) higher tier subcontractor, as applicable, of any subcontractor with respect to any contract described in clause (A) quotation, bid or clause (B) above, on the other hand. A task, purchase or delivery order under proposals for an award of a new Government Contract shall not constitute a separate or the renewal of an existing Government Contract, for purposes of this definition, but shall be part . (g) Except as set forth in Section 3.19(g) of the Company Disclosure Letter or as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries are in compliance with all applicable national security obligations and security measures required by their Government Contract Contracts or applicable Law, and (ii) there are no facts or circumstances that would, or would be reasonably likely to, result in the suspension or termination of Government security clearances or that would be reasonably likely to which it relatesrender the Company or any of its Subsidiaries ineligible for such security clearances in the future.

Government Contracts. With (a) Except as set forth in Section 3.30(a) of the Disclosure Schedule, with respect to each Government Contract and each bid that, if accepted, would result in such a Government Contract (as defined belowa “Government Bid”) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior party, to the date hereof and to each Government Bid (as defined below) and except as disclosed in Knowledge of the Registration StatementCompany, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has have complied and is in compliance in all material respects with all material the terms and conditions of each such Government Contract and or Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has have complied in all material respects with all material requirements of statuteall applicable Laws, rule, regulation, order or agreements with the U.S. Government pertaining toFAR, and as applicable, agreements pertaining to such Government Contract or Government Bid; and (iii) all material representations and certifications of the Company and its Subsidiaries set forth in or pertaining to such Government Contract or Government Bid were current, accurate and complete in accordance with their terms as of their effective date, and the Company and its Subsidiaries have complied with all such material representations and certifications; (iv) neither the U.S. Government or Canadian Government, a Governmental Authority nor any prime higher-tier contractor, subcontractor or other person Person has notified the Company or any of its subsidiaries, in writing, Subsidiaries that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision Law or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise FAR pertaining to a material claim Government Contract or Government Bid; (v) no termination for convenience is currently in effect pertaining to a Government Contract; (vi) no termination for default, cure notice or show cause notice is currently in effect pertaining to a Government Contract and no event, condition or omission has occurred or exists that would constitute grounds for such action; (vii) no cost incurred by the Company and its Subsidiaries pertaining to a Government Contract or NAI-1503806643v11 Government Bid is the subject of an investigation or has been disallowed by a Governmental Entity for fraud Authority or a higher-tier contractor; (as such concept is defined under the state or federal laws of the United Statesviii) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by no money due to the Company or any of its affiliates Subsidiaries pertaining to a Government Contract or Government Bid has been withheld or set off; (including ix) the Company and its subsidiaries), which, if accepted, would result in Subsidiaries have not received any adverse or negative past performance evaluations or ratings regarding its performance of a Government Contract; "and (x) each Government Contract" means Contract is valid and subsisting. (b) Except as set forth in Section 3.30(b) of the Disclosure Schedule, (i) neither the Company nor any contractof its Principals, including employees, consultants, or agents (while such Person was a Principal, employee, consultant, or agent of the Company), is or has been at any arrangementpoint in the last three years under administrative, joint venturecivil or criminal investigation, basic ordering agreementindictment, pricing agreementor information by any Governmental Authority, letter agreement or any audit or investigation 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 years, neither the Company nor any of its Subsidiaries has conducted or initiated any internal investigation or, to the Knowledge of the Company, had reason to conduct, initiate or report any internal investigation, or made a mandatory or voluntary disclosure to a Governmental Authority, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. (c) Except as set forth in Section 3.30(c) of the Disclosure Schedule, to the Knowledge of the Company, neither the Company nor any of its Principals or Affiliates have credible evidence of the Company’s or any of its Principals’, employees’, agents’, or subcontractors’ 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. (d) Except as set forth in Section 3.30(d) of the Disclosure Schedule, (i) no outstanding claims exist against the Company or its Subsidiaries by a Governmental Authority or by a higher-tier contractor, subcontractor, or other similar arrangement of Person, arising under or relating to any kind, Government Contract or Government Bid; (ii) there exists no disputes or potential disputes between the Company or any of its subsidiaries on Subsidiaries and a Governmental Authority under the one handContract Disputes Act or any other Law or between the Company or any of its Subsidiaries and any higher-tier contractor, subcontractor or other Person arising under or relating to any Government Contract or Government Bid; and (Aiii) no event, condition or omission exist that constitute grounds for a claim or dispute under clauses (i) or (ii). Except as set forth in Section 3.30(d) of the United States Government Disclosure Schedule, neither the Company nor any of its Subsidiaries has any interest in any pending or Canadian Government, (B) any prime contractor to potential claim under the United States Government Contract Disputes Act against a Governmental Authority or Canadian Government in its capacity as against a prime higher-tier contractor, subcontractor or (C) any subcontractor with respect other Person arising under or relating to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate or Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.Bid. NAI-1503806643v11

Government Contracts. With (a) Except as set forth on Schedule 4.21(a), with respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, pricing blanket purchase agreement, letter agreement agreement, purchase order, delivery order, task order, grant, cooperative agreement, bid, change order or other similar arrangement of any kind, commitment or funding vehicle between the Company or any of its subsidiaries on Seller, the one hand, and Companies or the Subsidiaries relating exclusively to the Business and: (Ai) the United States Government or Canadian Governmenta Governmental Body, (Bii) any prime contractor to the United States a Governmental Body (a “Government or Canadian Government in its capacity as a prime contractor, Prime Contractor”) or (Ciii) any subcontractor with respect to any contract Contract with a counterparty described in clause subclauses (i) or (ii) (a “Government Subcontractor”) (such Contracts, being the “Government Contracts”), each of Seller, the Companies and the Subsidiaries is in compliance with all material terms and conditions of such Government Contracts, including all clauses, provisions and requirements incorporated expressly or by reference therein, and with all material requirements of applicable Law pertaining to such Government Contracts, and no Government Prime Contractor or Government Subcontractor has provided written (or to Seller’s Knowledge, any other) notice to Seller, the Companies or any Subsidiary that any of Seller, the Companies or the Subsidiaries has materially breached or materially violated any material applicable Law, or any material certification, representation, clause, provision or requirement pertaining to such Government Contracts. Seller, the Companies and the Subsidiaries have not received written notice of any material cost disallowance, withhold, offset, overpayment, credit requested, termination for default, cure notice or show cause notice by or on behalf of a Governmental Body under any Government Contract. (b) Neither any Governmental Body nor any Government Prime Contractor or Government Subcontractor under any Government Contract has disallowed any material costs claimed by any of Seller, the Companies and the Subsidiaries in any annual incurred cost submission under any Government Contract. Excluding any changes in indirect rates resulting from the Contemplated Transactions or arising after the Closing, the reserves established by Seller, the Companies and the Subsidiaries with respect to possible adjustments to the indirect and direct costs incurred by Seller, the Companies and the Subsidiaries on any Government Contract are believed by Seller, the Companies and the Subsidiaries as of the date hereof to be reasonable and materially sufficient to cover any potential material adjustments resulting from audits of any such Government Contract. Seller, the Companies and the Subsidiaries are billing all indirect cost rates materially consistent with the rates approved by Defense Contract Audit Agency or other cognizant Governmental Body or with provisional rate agreements, to the extent applicable or required. (c) Except as set forth on Schedule 4.21(c), to Seller’s Knowledge (i) there is no pending, or to Seller’s Knowledge, threatened, administrative, civil or criminal investigation, indictment or civil charge with respect to any material irregularity, material misstatement or material omission arising under or relating to any Government Contract, and (ii) none of Seller, the Companies or the Subsidiaries has conducted or initiated any material internal investigation or made any mandatory or voluntary disclosure to any Governmental Body with respect to any: (A) matter required to be disclosed by a Government Contract or clause any applicable Law or regulation pertaining to a Government Contract, or (B) abovematerial irregularity, on misstatement or omission arising under or relating to any Government Contract. (d) None of Seller, any of the Companies or the Subsidiaries nor, to Seller’s Knowledge, any of its or their respective directors, officers or other hand. A taskindividuals having primary management or supervisory responsibilities with respect to thereto, purchase is formally debarred or delivery order under a suspended by any Governmental Body or otherwise has been declared ineligible for contracting with any Governmental Body, nor, to Seller’s Knowledge, is there any pending debarment, suspension or exclusion proceeding that has been initiated against Seller, any of the Companies or the Subsidiaries nor any of its or their respective directors, officers or other individuals having primary management or supervisory responsibilities with respect to thereto. (e) To Seller’s Knowledge, all representations and certifications executed, acknowledged or set forth in or pertaining to each Government Contract shall not constitute a separate during the four years prior to the date hereof were current and accurate, in all material respects, to the extent required by applicable Law, and complete in all material respects as of their effective date. (f) To Seller’s Knowledge, Except as set forth on Schedule 4.21(f), with respect to each Government Contract, there are no: (i) outstanding requests for purposes equitable adjustment or claims (as those terms are defined in the Federal Acquisition Regulation (“FAR”); (ii) outstanding dispute proceedings (as defined in the FAR); or (iii) financing arrangements (including any assignments pursuant to the Assignment of Claims Act). (g) The representations and warranties in this definition, but shall be part of Section 4.21 are the only representations and warranties being made by Seller with regard to Government Contract to which it relatesContracts.

Government Contracts. With respect to each Government Contract (as defined below) to which the Company any prime contract, subcontract, basic ordering agreement, letter contract, purchase order or delivery order of any kind, including all amendments, modifications and options thereunder or relating thereto between any of its Subsidiaries is currently a party or has received final payment within three years prior to the Group Companies and any Governmental Entity (“Government Contracts”) in effect on the date hereof and to each Government Bid (as defined below) and hereof, except as disclosed in on Schedule 4.7 of the Registration Statement, the Pricing Company Disclosure Package and the ProspectusLetter: (ia) no such Government Contract is currently the subject of bid or award protest proceedings and, to the Company’s Knowledge, no such Government Contract is reasonably likely to become the subject of bid or award protest proceedings; (b) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has Group Companies have complied in all material respects with all statutory and regulatory requirements applicable to each of the Government Contracts and their associated quotations, bids and proposals; (c) all facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of the Group Companies in connection with each of the Government Contracts and their associated quotations, bids and proposals were true and accurate in all material requirements respects as of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Biddate of submission; and (iiid) neither the U.S. Government or Canadian Government, no Governmental Entity nor any prime contractor, contractor or higher-tier subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute has disallowed any material costs claimed by the Group Companies under such Government Contracts; (e) no Governmental Entity has within the 12 months prior to the date hereof made any written claim for any material price adjustment or any other request for a separate material reduction in the price of any of such Government ContractContracts; (f) within the last 12 months, for purposes of this definition, but shall be part the Company has received no written notice terminating any of the Company’s Government Contract Contracts for default or for convenience or indicating an intent to which it relatesterminate any such Government Contracts for convenience; (g) neither the Group Companies nor, to the Company’s Knowledge, any stockholder, employee of or consultant to the Company, has been or is now suspended, debarred or proposed for suspension or debarment from government contracting; and (h) to the Company’s Knowledge, the Group Companies have not undergone and are not undergoing any audit, review, inspection, investigation, survey or examination of records relating to such Government Contracts, other than in the ordinary course of business, and, to the Company’s Knowledge, there is no reasonable basis for any such audit, review, inspection, investigation, survey or examination of records, other than in the ordinary course of business.

Government Contracts. With (a) Since August 31, 2011, and except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Government Contract (as defined below) to which prime contract, subcontract, teaming agreement or arrangement, joint venture, basic ordering agreement, blanket purchase agreement, letter agreement, purchase order, delivery order, task order, grant, cooperative agreement, bid, change order or other commitment or funding vehicle between the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) a Governmental Entity, (ii) any prime contractor to a Governmental Entity (a “Government Prime Contractor”) or (iii) any subcontractor with respect to any contract described in subclauses (i) or (ii) (a “Government Subcontractor”)(such contracts, being the “Government Contracts”), (A) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Government BidContracts, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly, certificationsby reference or by operation of law therein, representations(B) the Company and each of its Subsidiaries has complied with all material requirements of applicable Law pertaining to such Government Contracts, requirements(C) all representations and certifications executed, schedules, attachments, regulations acknowledged or set forth in or pertaining to such Government Contracts were complied with and applicable laws, including without limitation the Truth correct in Negotiations Act, the Federal Acquisition Regulation ("FAR")all material respects as of their effective date, and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statutesuch representations and certifications, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iiiD) neither the U.S. United States Government or Canadian Government, nor any prime contractor, subcontractor Government Prime Contractor or other person Government Subcontractor has notified the Company or any of its subsidiaries, Subsidiaries in writing, writing that the Company or any of its Subsidiaries such Subsidiary has materially breached or materially violated any statuteapplicable Law, rule, regulation, or any material certification, representation, clause, provision or requirementrequirement pertaining to such Government Contracts, except (E) no termination for convenience, termination for default, or cure notice or show cause notice under the Federal Acquisition Regulations has been given (and is currently in effect as of the date of this Agreement) pertaining to any Government Contract or claim or request for equitable adjustment by the Company or any of its Subsidiaries against a Governmental Entity and (F) no Governmental Entity has requested a material contract price adjustment based on a claimed material disallowance by the Defense Contract Audit Agency (or other applicable Governmental Authority) or claim of defective pricing. (b) The Company’s and each of its Subsidiaries’ cost accounting and procurement systems with respect to Government Contracts are in compliance in all material respects with all applicable governmental regulations and requirements. (c) Neither the Company nor any of its Subsidiaries, nor any of their respective directors, officers or employees (i) is (or during the last three years has been) under administrative, civil or criminal investigation, or indictment or audit by any Governmental Authority -33- with respect to any material irregularity, material misstatement or material omission arising under or relating to any Government Contract (other than routine Defense Contract Audit Agency audits, in which no such material irregularities, material misstatements or material omissions were identified) or (ii) during the last three years has conducted or initiated any material internal investigation or made a voluntary disclosure to the United States Government, with respect to any material irregularity, misstatement or omission arising under or relating to any Government Contract. (d) Except as has not had and would notnot be reasonably likely to have, individually or in the aggregate, have a Company Material Adverse Change; and Effect, there exist (ivi) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by outstanding claims against the Company or any of its affiliates Subsidiaries, either by the United States government or by any Government Prime Contractor or Government Subcontractor arising under or relating to any Government Contracts and (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, ii) no disputes between the Company or any of its subsidiaries on the one hand, Subsidiaries and (A) the United States Government under the Contract Disputes Act of 1978, as amended, or Canadian any other federal statute or between the Company or any of its Subsidiaries and any Government Prime Contractor or Government Subcontractor arising under or relating to any Government Contract. (e) Neither the Company, any of its Subsidiaries nor any of its or their respective directors, officers, or employees is or for the last three years has been formally debarred or formally suspended from participation in the award of contracts with any Governmental Entity or has been declared ineligible for contracting with any Governmental Entity. (f) Except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received an adverse or negative government past performance evaluation or rating prepared and administered pursuant to Federal Acquisition Regulation Subpart 42.15 that could adversely affect the evaluation by the Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) higher tier subcontractor, as applicable, of any subcontractor with respect to any contract described in clause (A) quotation, bid or clause (B) above, on the other hand. A task, purchase or delivery order under proposals for an award of a new Government Contract shall not constitute a separate or the renewal of an existing Government Contract, for purposes of this definition, but shall be part . (g) Except as set forth in Section 3.19(g) of the Company Disclosure Letter or as has not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each of its Subsidiaries are in compliance with all applicable national security obligations and security measures required by their Government Contract Contracts or applicable Law, and (ii) there are no facts or circumstances that would, or would be reasonably likely to, result in the suspension or termination of Government security clearances or that would be reasonably likely to which it relatesrender the Company or any of its Subsidiaries ineligible for such security clearances in the future.

Government Contracts. With respect to each (a) Each Current Company Government Contract is not subject to any Legal 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. (b) The Company and its Subsidiaries are, and for the three (3) years preceding the date of this Agreement have been, in compliance with all Government Contract Laws (including Executive Order 11246) pertaining to the Company Government Contracts and Company Government Bids as defined belowapplicable to the Company or its Subsidiaries, except as would not be material to the business of the Company and its Subsidiaries, taken as a whole. (c) The Company and its Subsidiaries are, and for the three (3) years preceding the date of this Agreement have been, in material compliance with all terms and conditions, including all clauses, provisions, specifications, and quality assurance, testing and inspection requirements, of the Company Government Contracts, as applicable to the Company or its Subsidiaries. (d) To the knowledge of the Company, neither the Company nor any of its Subsidiaries is under or identified in any administrative, civil or criminal investigation or indictment, nor is it a party to any administrative or civil litigation, involving alleged false statements, false claims or other misconduct or any other Legal Proceeding, relating to any Company Government Contract or Company Government Bid that has been communicated in writing to the Company or any of the Company’s Subsidiaries. (e) Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee or consultant of the Company, has been or is suspended, debarred or, to the knowledge of the Company, proposed for suspension or debarment from government contracting. For the three (3) years preceding the date of 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 its 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 the performance of any Company Government Contract. Neither the Company nor its Subsidiaries is currently a party in the process of bidding on any such Company Government Contracts or has received final payment within three years prior to the date hereof and to each Company Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the that requires access to U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesclassified information.

Government Contracts. (a) Schedule 3.15(a) lists all Government Contracts and Government Bids, including the name and number of the Government Contract and the applicable solicitation name and number for the Government Bid; the name of the other contracting party; the name of the Government Authority that is the customer (if different from the contracting party); for task orders and delivery orders, the name and number of the Government Contract (including any blanket purchase agreement) under which the order was issued or the Government Bid was submitted; the date the Government Contract was awarded; and the scheduled end date of the Government Contract. Except as set forth on Schedule 3.15(a), the Company has not submitted any outstanding Government Bid that remains outstanding. The Company has made available to Parent correct and complete copies of all Government Contracts and outstanding Government Bids. (b) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration StatementBid, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Government BidContract, including all provisions incorporated clausesby reference or by operation of law therein, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statuteall Laws pertaining to such Government Contract, rule, regulation, order or agreements with (iii) all material representations and certifications executed by the U.S. Government Company pertaining to, and as applicable, to such Government Contract or Government Bid were complete and correct as of their effective date and the Company has complied with all material representations and certifications, (iv) the Company has not submitted any inaccurate, untruthful or misleading cost or pricing data, certification, bid, proposal, report, invoice, claim, or other information to a Government Authority, prime contractor, subcontractor, vendor or any other Person relating to any Government Contract or Government Bid; and , (iiiv) neither the U.S. a Government or Canadian Government, Authority nor any prime contractor, subcontractor subcontractor, or any other person Person has notified the Company Company, either in writing or any of its subsidiaries, in writingorally, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulationlaw, certification, representation, clause, provision or requirementrequirement pertaining to such Government Contract or Government Bid, except as would not(vi) no cancellation, individually termination for convenience, termination for default, suspension, stop work order, cure notice, or show cause notice is currently in effect nor is any such action being proposed or threatened, pertaining to such Government Contract, (vii) no cost claimed or proposed by the aggregateCompany pertaining to any Government Contract or Government Bid is the subject of any audit or investigation nor, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with has any such audit or investigation been threatened, (viii) the Company has no knowledge that any option with respect to such Government Contract will not be exercised or that any Government Contract will be terminated, cancelled, or will otherwise come to an end prior to the end of its stated term (including all option periods), (ix) there are no pending recommendations by any Government auditor that any cost claimed by the Company is unallowable, and (x) all amounts previously charged to or presently carried as chargeable to any cost-reimbursable Government Contract are allowable pursuant to 48 C.F.R. Part 31. The Company is not in receipt or possession of any competitor or Government Authority’s proprietary or procurement sensitive information under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized. The Company has not misused or disclosed any classified information or any records subject to the Privacy Act (5 U.S.C. § 552a). (c) There exist (i) no outstanding claims against the Company, either by any Government Authority or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Bid, (ii) no delivery or performance problems with respect to any Government Contract; for , (iii) no claims or disputes between the purposes of this AgreementCompany and any Government Authority or between the Company and any prime contractor, "subcontractor, vendor, or other Person, in each case arising under or relating to any Government Contract or Government Bid" means any offer made by , (iv) no circumstances in which the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in other party to a Government Contract; "Contract has terminated, cancelled or waived any material term or condition of any Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (Av) the United States Government or Canadian Government, (B) no projected cost overruns on any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contracts. (d) All technical data, computer software and computer software documentation (as those terms are defined under the Federal Acquisition Regulation and its supplemental regulations) developed, delivered, or used under or in connection with the Government Contracts have been properly and sufficiently marked and protected so that no more than the minimum rights or licenses required under applicable regulations and Government Contract terms, if any, have been provided. All disclosures, elections, and notices required by applicable regulations and contract terms to which it relatesprotect ownership of inventions developed, conceived or first actually reduced to practice under Government Contracts have been made and provided.

Government Contracts. With respect to each Government Contract Except as set forth in Schedule 4.25, (as defined belowa) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 or Government BidSubcontract, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly, certificationsby reference or by operation of Law therein, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order all Laws or agreements with the U.S. Government pertaining to, and as applicable, such to each Government Contract or Government Bid; Subcontract and (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to each Government Contract or Government Subcontract were complete and correct in all material respects as of their effective date and the Company has complied in all material respects with all such representations and certifications. (i) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person Person has notified the Company Sellers or any of its subsidiariesthe Company, either in writingwriting or orally, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulationLaw, certification, representation, clause, provision or requirementrequirement pertaining to any Government Contract or Government Subcontract and (ii) no termination for convenience is in effect and no termination for default, except as would notcure notice or show cause notice has been received pertaining to any Government Contract or Government Subcontract, individually (iii) no material cost incurred by the Company pertaining to any Government Contract or in Government Subcontract has been questioned or challenged by representatives of Governmental Entity, is the aggregatesubject of any investigation, have a Material Adverse Change; or has been disallowed by the U.S. Government, and (iv) no amount of money due to the knowledge Company pertaining to any Government Contract or Government Subcontract has been withheld or set off nor has any claim been made to withhold or set off money and the Company is entitled to all progress payments received with respect thereto. (i) neither the Company nor any of its directors, officers, employees, consultants or agents is or during the past three years has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity or any audit or investigation of the Sellers or the Company or any other Person with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Subcontract, and (ii) during the past three years, neither the Company nor any Affiliate of the Company has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Subcontract. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Subcontract that has led during the last three years 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. (d) there exist: (i) no outstanding claims against the Company, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Subcontract and (ii) no material disputes between the Company and any Governmental Entity under the Contract Disputes Act or any other federal statute or regulation or between the Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract. The Company does not have any interest in any pending or potential claim against any Governmental Entity or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract. Schedule 4.25 lists each Government Contract or Government Subcontract which is currently under audit by any Governmental Entity or any other Person that is a party to such Government Contract or Government Subcontract. The Company has not received any draft or final post award audit report, any draft or final notice of cost disallowance, or any draft or final notice of noncompliance with any Cost Accounting Standard and there exists no Basis upon which any Government Entity could disallow any costs in any pending audits, and all information provided by the Company for any such audits was current, complete and accurate and in compliance with applicable regulations and Cost Accounting Standards. (e) The Company has not been debarred or suspended from participation in the award of contracts with any Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements). There exist no facts or circumstances that would warrant suspension or debarment or the finding of nonresponsibility or ineligibility on the part of the Company or any director or officer of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer . No payment has been made by the Company or by any Person on behalf of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company in connection with any Government Contract or any Government Subcontract in violation of its subsidiaries on the one hand, and (A) the United States Government applicable procurement Laws or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractorviolation of, or (C) any subcontractor requiring disclosure pursuant to, the Foreign Corrupt Practices Act. The Company's cost accounting and procurement systems and the associated entries reflected in the Company's financial statements with respect to the Government Contracts and Government Subcontracts are in compliance in all material respects with all Laws. (f) All material test and inspection results provided by the Company to any contract described in clause (A) Governmental Entity pursuant to any Government Contract or clause (B) above, on the Government Subcontract or to any other hand. A task, purchase or delivery order under Person pursuant to a Government Contract shall not constitute or Government Subcontract or as a separate Government Contract, for purposes of this definition, but shall be part of the delivery to any Governmental Entity or to any other Person pursuant to a Government Contract or Government Subcontract of any article designed, engineered or manufactured by the Company were complete and correct in all material respects as of the date so provided and any services provided by the Company were in compliance with industry standards and applicable representations, warranties and certifications. The Company has provided all material test and inspection results to which it relatesthe Department of Defense or to any other Person pursuant to a Government Contract or Government Subcontract as required by Law and the terms of the applicable Government Contracts or Government Subcontracts.

Government Contracts. With respect (a) Schedule 3.36(a) lists, for the three (3) year period prior to the date of this Agreement, the Government Contracts held by the Company or any of its Subsidiaries, and any deliverables thereunder identified by (i) number or project title, (ii) award date and actual/anticipated expiration date; (iii) anticipated or actual value, (iv) contract type (e.g., firm fixed price, cost reimbursable, time and material); and (v) the Governmental Authority end-customer, if known. True and complete copies of each such Government Contract Contracts and related documents, including all modifications and amendments thereto, have been made available to Parent. (as defined belowb) to which The Company and its Subsidiaries, including any contractor team or joint venture where the Company or any of its Subsidiaries is currently a party member, has submitted no bids, quotations, proposals or has received final payment within three years prior to grant applications which, as of the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; ". (c) The Company is not a party to any Government Contract" means Contract that restricts the Company’s ability to undertake additional business activities. (d) With regard to Government Contracts performed by the Company and its Subsidiaries within the three (3) years prior to the date of this Agreement: (i) No such Government Contracts were awarded to the Company or its Subsidiaries on the basis of such Person having preferential status (small business, small disadvantaged business, 8(a), woman owned business, etc.). (ii) The Company and its Subsidiaries have complied in all respects with all applicable statutory and regulatory requirements pertaining to such Government Contracts, as well as all terms and conditions of such Government Contracts. (iii) All facts set forth in or acknowledged by any contractrepresentations, certifications, or disclosure statements made or submitted by or on behalf of the Company and its Subsidiaries in connection with such Government Contracts (including the related Government Bids) were current, accurate, and complete as of the date of their submission. (iv) No facts exist which could reasonably be expected to give rise to liability to the Company under the False Claims Act. (v) The Company and its Subsidiaries have not undergone and is not undergoing any arrangementaudit (other than routine audits by the Defense Contract Audit Agency or the Defense Contract Management Agency), joint venturereview, basic ordering agreementinspection, pricing agreementinvestigation, letter agreement survey or examination of records relating to such Government Contracts. (vi) Neither the Company nor any of its Subsidiaries have ever conducted any internal investigation or made any voluntary disclosure to a Governmental Authority with respect to any alleged false statements, false claims, or similar misconduct under or relating to such Government Contracts. (vii) Neither any Governmental Authority nor any prime contractor or higher-tier subcontractor under such Government Contracts nor any other similar arrangement Person has notified the Company in writing of any kindactual or alleged violation or breach of any statute, between regulation, representation, certification, disclosure obligation, contract term, condition, clause, provision, or specification. (viii) There are no outstanding claims or disputes against the Company or any of its subsidiaries on Subsidiaries relating to any such Government Contracts nor any facts or allegations that could reasonably be expected to give rise to such a claim or dispute in the one handfuture. (ix) No such Government Contract was terminated for default or convenience. (e) No “Principal” (as defined at FAR 52.203-13) of the Company has knowledge of (i) any credible evidence that the Company, and (A) any of its Subsidiaries or any of their respective Principals, employees, agents, or subcontractors may have 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 of the civil False Claims Act (31 U.S.C. §§ 3729 - 3733) in connection with the award, performance or close out of any such Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractorContract, or (Cii) any subcontractor credible evidence that the Company or any Subsidiary or any subcontractor, supplier, vendor or firm received significant overpayment(s) on any such Government Contract (other than contract financing payments as defined in FAR § 32.001). (f) Neither the Company nor a Principal of the Company has not been and is not now under any administrative, civil, or criminal investigation or indictment involving alleged false statements, false claims or other misconduct relating to any Government Contract or Government Bid. The Company has not been, and is not now, a party to any administrative or civil litigation involving alleged false statements, false claims, or other misconduct relating to any Government Contract or Government Bid, and there is no basis for any such proceeding. (g) Neither the Company nor any director, officer, executive employee, or any consultant or Affiliate thereof has been or is now suspended, debarred, or to the Knowledge of the Company proposed for suspension or debarment from Government Contracts, and no facts exist which would reasonably be expected to give rise to such suspension or debarment, or proposed suspension or debarment. (h) Neither the Company nor any of its Subsidiaries has made any assignment of any Government Contracts or of any interest in any Government Contracts to any Person. Neither the Company nor any of its Subsidiaries has entered into any financing arrangements with respect to the performance of any contract described such Government Contracts. (i) The Company and its employees hold such security clearances as are necessary to conduct the Company’s Business, and all such clearances are in clause full force and effect. The Company has provided to Parent a list setting forth the name of each of its employees who has a security clearance and the level of such security clearance. Except to the extent prohibited by Applicable Law, Schedule 3.36(i) sets forth a true, correct and complete list of all facility security clearances held by the Company. The Company holds and at all relevant times held at least a “satisfactory” rating from the Defense Security Service (A“DSS”) with respect to the facility clearances. No notice of revocation from DSS or clause any other Governmental Authority has been issued and remains unresolved with respect to such facility and personnel security clearances. No information, fact, condition, or circumstance currently exists that is reasonably likely to give rise to revocation of any such clearance. The Company is in compliance in all respects with all Applicable Law regarding national security, including those obligations specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (BFebruary 28, 2006), and any supplements, amendments or revised editions thereof. (j) above, on With respect to any “technical data” or “computer software” as it relates to the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate fulfillment of any Government Contract, for purposes all development by the Company has been “exclusively at private expense” and all of this definitionthe Company’s technical data and computer software is a “commercial item” (including, but shall be part not limited to, commercial computer software and commercial computer software documentation), as those terms are defined or used in the FAR, the DFARS. With respect to all of the Company’s technical data and computer software: (i) In no case has the Company granted any Governmental Authority or other party any rights in such technical data, computer software documentation or computer software greater than the rights permitted by the Company’s customary commercial computer software license or terms of service, or End User License Agreement, no matter the nomenclature the Company designates the same nor has the Company authorized or consented any other party to grant to any Governmental Authority or other party any rights in such technical data, computer software documentation or computer software greater than the rights permitted by the Company’s customary commercial computer software license. (ii) In no case has the Company waived, assigned, or forfeited any of its own rights or title in such technical data or computer software by failing to mxxx such data or software in accordance with the data regulations requirements for protection of such rights, or by any other acts or omissions constituting a waiver, including failing to furnish the Company’s standard commercial computer software and commercial computer software license to the government customer or acts or omissions constituting assignment such as agreeing to any contractual provisions giving a Governmental Authority or any other party rights different from the Company’s customary commercial computer software license or the right to require assignment of copyright, patent or other rights in the Company’s technical data or computer software, and/or the higher-tier government contractor. (iii) In no case has any Governmental Authority or any other Person asserted a challenge, or expressed an intent to challenge, any of the Company’s rights or assertions in such technical data or computer software. (iv) In no case has the Company developed or modified any “technical data” or “computer software” (as defined or used in the FAR and the DFARS) under or in the performance of a Government Contract to which it relatesContract.

Government Contracts. With Except as set forth on Section 3.21 of the Company Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect with respect to the Company, with respect to each Government Contract (as defined below) to which Contract, bid or proposal between the Company or any of its Subsidiaries is currently subsidiaries and any (a) Governmental Entity, including any facilities contract for the use of government-owned facilities or (b) third party relating to a Contract between such third party or has received final payment within three years prior and any Governmental Entity (each a “Government Contract”), to the date hereof and to each Government Bid (as defined below) and except as disclosed in knowledge of the Registration StatementCompany, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Government BidContract, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly by reference, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicableor by operation of Law therein; (ii) the Company and each of its Subsidiaries subsidiaries has complied in all material respects with all material requirements of statuteall applicable Laws, rule, regulation, order or agreements with the U.S. pertaining to such Government Contract; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to, and as applicable, to such Government Contract or Government Bidwere complete and correct as of their effective dates and the Company and each of its subsidiaries has complied with all such representations and certifications; and (iiiiv) neither the U.S. Government or Canadian Government, government nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has materially breached or materially violated any statute, rule, regulationLaws, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) requirement pertaining to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; (v) neither the Company nor any of its subsidiaries has received any written notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to such Government Contract; (vi) other than in the purposes ordinary course of this Agreementbusiness, "Government Bid" means any offer made no cost incurred by the Company or any of its affiliates (including its subsidiaries)subsidiaries pertaining to such Government Contract has been questioned or challenged, whichis, if acceptedto the Company’s knowledge, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement the subject of any kind, between audit or investigation or has been disallowed by any Governmental Entity; and (vii) no payments due to the Company or any of its subsidiaries on the one handpertaining to such Government Contract have been withheld or set off, nor has any written claim been made to withhold or set off money, and (A) the United States Government Company and each of its subsidiaries is entitled to all progress or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor other payments received with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesthereto.

Government Contracts. (a) With respect to each Contract between the Company and any Governmental Entity, and each outstanding bid, quotation or proposal by the Company (each, a “Bid”) that if accepted or awarded could lead to a Contract between the Company and any Governmental Entity, (each such Contract or Bid, a “Company Government Contract”) and each Contract between the Company and any prime contractor or upper-tier subcontractor relating to a Contract between such person and any Governmental Entity (each such Contract or Bid, a “Company Government Subcontract”): (i) to the Knowledge of the Company, each such Company Government Contract or Company Government Subcontract (as defined belowA) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years was legally awarded and (B) unless expired prior to the effective date hereof and to each Government Bid (as defined below) and except as disclosed in of this Agreement, is binding on the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied parties thereto and is in compliance in all material respects with all material full force and effect; provided that for purposes of this clause (i), the terms and conditions of each Company Government Contract and Company Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; Subcontract shall not include any Bids; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company’s Knowledge, no reasonable basis exists to give rise to (A) a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any Company Government Contract or Company Government Subcontract or under the United States False Claims Act or the United States Procurement Integrity Act; (B) a material claim under the United States Truth in Negotiations Act; (C) a finding of material violation of any labor Legal Requirement; or (D) a finding of material failure to perform any material obligation of any Company Government Contract or Company Government Subcontract. (iii) neither the United States government nor any prime contractor or subcontractor has notified the Company, in writing, that the Company has, or may have, breached or violated in any material respect any Legal Requirements, certification, representation, clause, provision or requirement pertaining to such Company Government Contract; for Contract or Company Government Subcontract, and, to the purposes Knowledge of this Agreementthe Company, "Government Bid" means any offer made representations or certifications submitted by the Company in connection with such Company Government Contract or Company Government Subcontract were current, accurate and complete in all material respects on the date of submission; (iv) the Company has not received, in writing, any notice of its affiliates termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to such Company Government Contract or Company Government Subcontract, and, to the Company’s Knowledge, there is no basis for any such notice of termination for default, cure notice, or show cause notice. To the Company’s Knowledge, no termination for convenience of a Company Government Contract or Company Government Subcontract is being contemplated. (including its subsidiaries)v) to the Knowledge of the Company, whichno cost incurred or material amount invoiced by the Company pertaining to such Company Government Contract or Company Government Subcontract has been questioned or challenged, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement is the subject of any kind, between the Company audit or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractorinvestigation, or (C) has been disallowed by any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.Governmental Entity;

Government Contracts. With respect to each Government Contract and any proposals or bids submitted for any Government Contract, during the five years prior to the date hereof: (as defined belowi) neither the Company nor any of its subsidiaries nor any of their respective directors, officers, principals, or, to which the knowledge of the Company, any current employee is or has been suspended or debarred, proposed for debarment or suspension, declared ineligible or determined non-responsive 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; (ii) no governmental authority nor prime contractor, or subcontractor has notified the Company or any of the its Subsidiaries is currently a party subsidiaries, as applicable, in writing of any breach or violation of any applicable law; (iii) neither the Company nor any of the its subsidiaries has received final payment within three years prior any written notice of termination for default or cause, cure notice, or show cause notice; (iv) neither the Company nor any of its subsidiaries has received any written notice of any audits or investigations by any governmental authority; (v) neither the Company nor any of its subsidiaries has been notified of any other material claim or other material dispute relating to any Government Contract; (vi) neither the date hereof Company nor any of its subsidiaries has conducted an internal investigation nor made any voluntary or mandatory disclosure to any governmental authority with respect to any irregularity, misstatement, significant overpayment, or actual, alleged or potential violation of law; and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (ivii) the Company and each of its Subsidiaries has complied and is in compliance subsidiaries have complied, in all material respects respects, with all material laws applicable to Government Contracts and the terms and conditions of (including all representations and certifications relating to) each Government Contract Contract. The Company’s and its subsidiaries’ cost accounting systems and procurement systems with respect to the Government Bid, including all incorporated clauses, provisions, certifications, representations, Contracts are in material compliance with applicable regulations and legal requirements, schedulesand there has been no claim of defective pricing, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects mischarging or improper payments with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such respect to any Government Contract or proposal or bid for any Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or Contract in the aggregatepast five years. As used herein, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such “Government Contract; for the purposes of this Agreement, "Government Bid" ” means any offer made by the Company or any of its affiliates Contract (including its subsidiaries)any purchase, which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venturedelivery or task order, basic ordering agreement, pricing agreement, letter agreement contract, grant, cooperative agreement, or other similar arrangement of any kind, change order) between the Company or any of its subsidiaries subsidiaries, on the one hand, and (A) the United States Government any governmental authority or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or subcontractor (Cat any tier) of any subcontractor with respect to any contract described in clause (A) or clause (B) abovegovernmental authority, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. (a) Schedule 3.15(a) lists all Government Contracts and Government Bids as of November 22, 2004, including the name and number of the Government Contract and the applicable solicitation name and number for the Government Bid; the name of the other contracting party; the name of the Government Authority that is the customer (if different from the contracting party); for task orders and delivery orders, the name and number of the Government Contract (including any blanket purchase agreement) under which the order was issued or the Government Bid was submitted; the date the Government Contract was awarded; and the scheduled end date of the Government Contract. Except as set forth on Schedule 3.15(a), the Company has not entered into any Government Contract that has not been closed out or submitted any outstanding Government Bid that remains outstanding. The Company has made available to the Buyer correct and complete copies of all Government Contracts and outstanding Government Bids. All Government Contracts constitute valid and binding obligations of the Company and, to the knowledge of the Company and the Management Sellers, of the other party or parties thereto, and are fully enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. To the extent required with respect to any of the Government Contracts that have not been closed out, except as set forth on Schedule 3.15(a), the Company has obtained each novation or other consents from any Government Authority for (or has provided notice of) the assignment or transfer to the Company of all right, title and interest in and to such Government Contract. (b) Schedule 3.15(b) sets forth, as of October 31, 2004, for each Government Contract, each project with a firm order whereby the contractual value of work not yet performed (funded or unfunded) exceeds $25,000; the contractual value of such work not yet performed thereunder as of such date; and any dollar amounts included that are not yet funded. (c) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration StatementBid, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all terms and conditions of such Government Contract, including all provisions incorporated by reference or by operation of law therein, (ii) the Company has complied in all material respects with all requirements of statuteall Laws pertaining to such Government Contract, rule, regulation, order or agreements with (iii) all representations and certifications executed by the U.S. Government Company pertaining to, and as applicable, to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date and the Company has complied with all representations and certifications, (iv) the Company has not submitted any materially inaccurate, untruthful or misleading cost or pricing data, certification, bid, proposal, report, invoice, claim, or other information to a Government Authority, prime contractor, subcontractor, vendor or any other Person relating to any Government Contract or Government Bid; and , (iiiv) neither the U.S. a Government or Canadian Government, Authority nor any prime contractor, subcontractor subcontractor, or any other person Person has notified the Company Company, either in writing or any of its subsidiaries, in writingorally, that the Company or any of its Subsidiaries has materially breached or violated any statute, rule, regulationlaw, certification, representation, clause, provision or requirementrequirement pertaining to such Government Contract or Government Bid, except as would not(vi) no cancellation, individually termination for convenience, termination for default, suspension, stop work order, cure notice, or show cause notice is currently in effect nor, to the aggregateknowledge of the Company or any Management Seller, have a Material Adverse Change; is any such action being proposed or threatened, pertaining to such Government Contract, (vii) no cost claimed or proposed by the Company pertaining to any Government Contract or Government Bid is the subject of any audit or investigation nor, to the knowledge of the Company or any Management Seller, has any such audit or investigation been threatened, (viii) no Management Seller nor the Company has information that any option with respect to such Government Contract will not be exercised or that any Government Contract will be terminated, cancelled, or will otherwise come to an end prior to the end of its stated term (including all option periods), (ix) there are no pending recommendations by any Government auditor that any cost claimed by the Company is unallowable, and (x) all amounts previously charged to or presently carried as chargeable to any cost-reimbursable Government Contract are allowable pursuant to 48 C.F.R. Part 31. The Company is not in receipt or possession of any competitor or Government Authority’s proprietary or procurement sensitive information under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized. The Company has not misused or disclosed any classified information or any records subject to the Privacy Act (5 U.S.C. § 552a). (d) Neither the Company nor any of the Company’s directors, officers, employees, or (to the knowledge of the Company or any Management Seller) any consultants or agents is or has, during the past two (2) years, been under administrative, civil or criminal investigation, indictment or information by any Government Authority. During the past three (3) years, the Company has not conducted or initiated any internal investigation or made a voluntary disclosure to any Government Authority with respect to any alleged act or omission arising under or relating to a Government Contract or Government Bid. (e) Schedule 3.15(e) lists each draft and final audit report received by the Company during the past three (3) years with respect to the audit by any Government Authority of any Government Contract or of any indirect cost, other cost or cost accounting practice of the Company. The Company has made available to the Buyer correct and complete copies of each such report. (f) There exist (i) no unresolved delivery or unresolved performance problems with respect to any Government Contract, (iii) no claims or disputes between the Company and any Government Authority or between the Company and any prime contractor, subcontractor, vendor, or other Person, in each case arising under or relating to any Government Contract or Government Bid, (iv) no circumstances in which the Company or any other party to a Government Contract has terminated, cancelled or waived any material term or condition of any Government Contract, (v) no projected cost overruns on any of the Government Contracts and (vi) to the knowledge of the CompanyCompany or any Management Seller, no reasonable basis exists circumstances in which the Company has an interest in any pending or potential claim against any Government Authority or any prime contractor, subcontractor or vendor arising under or relating to give rise any Government Contract or Government Bid. (g) No money due to the Company in an amount in excess of $50,000 pertaining to any Government Contract has been withheld or set off nor has any claim been made to withhold or set off money in an amount in excess of $50,000 and the Company is entitled to all progress payments received with respect thereto, and the Company has not received nor expects to receive any requests with respect to any Government Contract for equitable adjustment. (h) The Company has neither been disqualified, debarred, or suspended from participation in the award of contracts with the Government or any Government Authority (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements) nor, to the knowledge of the Company or any Management Seller, are there facts or circumstances that would warrant the institution of disqualification, suspension, or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company or any director, officer, or employee of the Company. (i) The Company’s cost accounting, estimating proposal and indirect rate proposal, confidential and classified information access and maintenance, time-keeping and labor charging, wage classification and Fair Labor Standards Act exemption, and procurement systems and the associated entries reflected in the Company’s financial statements with respect to the Government Contracts and Government Bids are in compliance in all material respects with all applicable laws and Government Contract provisions, including, without limitation, applicable cost principles and applicable cost accounting standards. (j) Schedule 3.15(j) contains a material claim by a Governmental Entity complete and correct list of all government-owned property at the Company’s facilities provided under, necessary to perform the obligations under, or for fraud (as such concept which the Company is defined accountable under the state Government Contracts. All such government-owned property is administered, maintained, identified, tracked, used, managed, accounted for and disposed of in accordance with a government-approved property management system and is in the condition described therein. (k) The Company has delivered or federal laws made available to the Buyer copies of the United States) all written negative past performance evaluations, comments or reviews by any Government Authority or any other Person in connection with any such Government Contract; for Contract which copies were received by or made accessible to the purposes Company in the last three (3) years. (l) Each employee, agent, consultant, or representative of this Agreementthe Company required to possess a Government security clearance (“Security Clearance”) to engage in the performance of any Government Contract currently possesses a valid Security Clearance, "Government Bid" means any offer made by and to the knowledge of the Company or any of its affiliates (including its subsidiaries)Management Seller, which, if accepted, has not taken or failed to take any action which would result in the termination of such valid Security Clearance, and has possessed such Security Clearance since the date it was required. (m) Except as set forth in Schedule 3.15(m), none of the Company’s current Government Contracts was based in part on the Company’s status as a Government Contract; "Government Contract" means any contractsmall business (including without limitation, a small disadvantaged business (“SDB”), a woman-owned small business (“WOSB”), or a Small Business Administration (“SBA”) Section 8(a) program participant). The Company is not claiming eligibility as a small business, including any arrangementeligibility as an SDB, joint venturea WOSB or Section 8(a) Program participant, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described pending Government Bid. The Company has never been the subject of an SBA certificate of competency, size determination, size protest, size appeal or a review of eligibility for SDB or 8(a) status after initial entry into such program. (n) Except for those liens listed on Schedule 3.15(n), made in clause accordance with 31 U.S.C. § 3727 (A) as amended), otherwise known as the Assignment of Claims Act, and 41 U.S.C. § 15 (as amended), otherwise known as the Assignment of Contracts Act, the Company has not assigned or clause (B) aboveotherwise conveyed or transferred, on the other hand. A taskor agreed to assign, purchase convey, or delivery order under a Government Contract shall not constitute a separate Government Contracttransfer to any Person, for purposes of this definitionany right, but shall be part title or interest in or to any of the Government Contracts or Government Bids, or any account receivable relating thereto, whether as a security interest or otherwise. (o) All technical data, computer software and computer software documentation (as those terms are defined under the Federal Acquisition Regulation and its supplemental regulations) developed, delivered, or used under or in connection with the Government Contracts have been in all material respects properly and sufficiently marked and protected so that no more than the minimum rights or licenses required under applicable regulations and Government Contract terms, if any, have been provided. All disclosures, elections, and notices required by applicable regulations and contract terms to which it relatesprotect ownership of inventions developed, conceived or first actually reduced to practice under Government Contracts have been in all material respects made and provided. (p) Schedule 3.15(p) sets forth all of the Company’s contingent fee agreements relating to its Government sales and marketing efforts. Except as set forth in Schedule 3.15(p), each such arrangement has been properly disclosed to the appropriate Government Authority.

Government Contracts. With respect to each (a) To the knowledge of the Company, no Government Contract (as defined below) is subject to which termination solely based on the Company consummation of the transactions contemplated by this Agreement due to any change in status or prohibition on any change of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed control provision set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have reasonably be expected to be material to the Company and its Subsidiaries, taken as a Material Adverse Change; whole. (b) To the knowledge of the Company, no event, condition or omission has occurred or currently exists including any prohibitions on contracting with debarred, suspended or ineligible persons that would constitute grounds for termination of any Government Contract except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (ivc) The Company and its Subsidiaries possess all facility security clearances and personnel security clearances necessary to conduct the business as it is currently being conducted as of the date hereof in all material respects and the Company and its Subsidiaries are in compliance in all material respects with the requirements applicable to the facility security clearances, including those set forth in the National Industrial Security Program Operating Manual and the provisions of all applicable DD254 forms. The Company has no knowledge of any pending revocation of any facility clearance of the Company or any Subsidiary of the Company or any pending revocation of any personnel security clearance of any employee of the Company or any Subsidiary. (d) None of the Company or its Subsidiaries, nor, to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state any of their current respective directors, officers or federal laws of the United States) employees in connection with any such Government Contract; for the purposes performance of this Agreementthe duties for, "Government Bid" means any offer made by or on behalf of, the Company or any of its affiliates (including its subsidiaries)Subsidiaries, whichis currently debarred or suspended from bidding on any Contract with a Governmental Authority, if accepteddeclared non-responsible or ineligible, would result or otherwise excluded from participation in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement the award of any kindGovernment Contract except as would not, between individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (e) None of the Company or its Subsidiaries has undergone or is currently undergoing any of its subsidiaries on the one handinternal or, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractorknowledge of the Company, external, regulatory audit, review, inspection, investigation, survey, or (C) any subcontractor with respect examination of records relating to any contract described Government Contracts, other than in clause the ordinary course of business. (Af) None of the Company or clause (B) above, on the other hand. A task, purchase its Subsidiaries are using or delivery order have used any Intellectual Property developed under a any Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part outside of the scope of such Government Contract to which it relateswithout having validly obtained any necessary prior permission of the Governmental Authority involved.

Government Contracts. With (a) During the past five (5) years no payment has been made by PRC or by any Person authorized to act on its behalf, to any Person in connection with any Government Contracts, in violation of applicable procurement Laws or in violation of (or requiring disclosure pursuant to) the Foreign Corrupt Practices Act or other Laws. (b) Except as set forth in Schedule 3.23, PRC's cost accounting and procurement systems with respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is Contracts are in compliance in all material respects with all material applicable Laws. (c) Except as set forth on Schedule 3.23 and except as would not have a Material Adverse Effect on the PRC Companies taken as a whole, with respect to each and every Government Contract or Bid (including any exception taken therein), of the PRC Companies: (i) the PRC Companies have complied in all respects with all terms and conditions of each Government Contract and Government Bid, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicableby reference or by operation of Law therein; (ii) the Company PRC Companies (d) Except as set forth in Schedule 3.23, neither the PRC Companies nor, to the best knowledge of Seller and each Seller's Parent, any of its Subsidiaries their directors, officers, employees, consultants or agents engaged in the business of the PRC Companies is (or during the last three years has complied in all material respects with all material requirements of statutebeen) under administrative, rulecivil or (e) Except as set forth on Schedule 3.23 and except as would not have a Material Adverse Effect on the PRC Companies taken as a whole, regulationthere exist (i) no outstanding claims, order requests for equitable adjustment or agreements with other contractual action for relief against the U.S. Government pertaining toPRC Companies, and as applicable, such Government Contract or Government Bid; and (iii) neither either by the U.S. Government or Canadian Government, nor by any prime contractor, subcontractor subcontractor, vendor or other person Person, arising under or relating to any Government Contract or Bid and (ii) no disputes between the PRC Companies and the U.S. Government under the (f) Except as set forth on Schedule 3.23, no PRC Company nor, to the best knowledge of Seller and Seller's Parent, any of their directors, officers, employees, consultants or agents is (or during the last three years has notified been) suspended or debarred from doing business with any Governmental Entity or is (or during such period was) the Company subject of a finding of nonresponsibility or ineligibility for contracting with any Governmental Entity. (g) The Government Contracts that contain OCI Clauses or other similar provisions that might restrict or preclude Buyer or any of its subsidiaries, in writing, that the Company Affiliates from supplying products or services to any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries supplier thereto are set forth on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other handSchedule 3.23. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesSection 3.24.

Government Contracts. With respect to each (a) Section 5.30(a) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date of this Agreement of Current Company Government Contracts and outstanding Company Government Bids. (b) Each Current Company Government Contract is in full force and effect and not subject to any Legal 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. (as defined belowc) The execution and delivery of this Agreement and the other documents contemplated hereby, the performance of the Companies and their Subsidiaries and their respective obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby will not result in any material violation, breach or default of any term or provision of any Current Company Government Contract or noncompliance in any material respect with any Laws applicable thereto. (d) The Companies and their Subsidiaries are, and for the three (3) years preceding the date of this Agreement have been, in compliance with all Government Contract Laws (including Executive Order 11246) pertaining to which the Company or Government Contracts and Company Government Bids, except as would not be material to the business of the Companies and their Subsidiaries, taken as a whole. (e) The Companies and their Subsidiaries are, and for the three (3) years preceding the date of this Agreement have been, in material compliance with all terms and conditions, including all clauses, provisions, specifications, and quality assurance, testing and inspection requirements, of the Company Government Contracts. (f) As of the date of this Agreement, neither the Companies nor any of its Subsidiaries is currently under or identified in any administrative, civil or criminal investigation or indictment, nor is it a party to any administrative or has received final payment within three years prior civil litigation, involving alleged false statements, false claims or other misconduct or any other Legal Proceeding, relating to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the any Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Company Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor Bid that has been communicated in writing to any prime contractor, subcontractor or other person has notified the Company or any of its subsidiariesthe Companies’ Subsidiaries. (g) As of the date of this Agreement, in writingneither the Companies, that the Company or any of its Subsidiaries has breached or violated any statutenor, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the CompanyCompanies, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state any director, officer, employee, consultant, or federal laws Affiliate of the United StatesCompanies, has been or is suspended, debarred or, to the knowledge of the Companies, proposed for suspension or debarment from government contracting. For the three (3) in connection with any such Government Contract; for years preceding the purposes date of this Agreement, "no Company Government Bid" means Contract to which any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in the Companies’ Subsidiaries is or was a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, party has been terminated for default and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, no such termination for purposes of this definition, but shall be part of the Government Contract to which it relatesdefault has been threatened.

Government Contracts. With respect to each Government Contract (as defined below) to which the Company any prime contract, subcontract, basic ordering agreement, letter contract, purchase order or delivery order of any kind, including all amendments, modifications and options thereunder or relating thereto between any of its Subsidiaries is currently a party or has received final payment within three years prior to the Group Companies and any Governmental Entity (“Government Contracts”) in effect on the date hereof and to each Government Bid (as defined below) and hereof, except as disclosed in on Schedule 4.7 of the Registration Statement, the Pricing Company Disclosure Package and the ProspectusLetter: (ia) no such Government Contract is currently the subject of bid or award protest proceedings and, to the Knowledge of the Company, no such Government Contract is reasonably likely to become the subject of bid or award protest proceedings; (b) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has Group Companies have complied in all material respects with all statutory and regulatory requirements applicable to each of the Government Contracts and their associated quotations, bids and proposals; (c) all facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of the Group Companies in connection with each of the Government Contracts and their associated quotations, bids and proposals were true and accurate in all material requirements respects as of statute, rule, regulation, order the date of submission; (d) no Governmental Entity nor any prime contractor or agreements with higher-tier subcontractor under a Government Contract has disallowed any material costs claimed by the U.S. Government pertaining to, and as applicable, Group Companies under such Government Contract Contracts; (e) no Governmental Entity has within the twelve (12) months prior to the date hereof made any written claim for any material price adjustment or any other request for a material reduction in the price of any of such Government BidContracts; and (iiif) within the last twelve (12) months, the Company has received no written notice terminating any of the Company’s Government Contracts for default or for convenience or indicating an intent to terminate any such Government Contracts for convenience; (g) neither the U.S. Government or Canadian GovernmentGroup Companies nor, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge Knowledge of the Company, any Company Stockholder, or any director, manager or officer of the Company, has been within the last four (4) years or is now suspended, debarred or proposed for suspension or debarment from government contracting; and (h) to the Knowledge of the Company, the Group Companies have not undergone and are not undergoing any audit or investigation relating to such Government Contracts, other than in the Ordinary Course of Business, and, to the Knowledge of the Company, there is no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for audit or investigation, other than in the purposes Ordinary Course of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesBusiness.

Government Contracts. With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except Except as would not, individually or in the aggregate, reasonably be expected to have a Merger Partner Material Adverse Change; and (iv) Effect, to the knowledge Knowledge of Merger Partner: (a) each Government Contract to which any of Merger Partner or its Subsidiaries is a party was legally awarded; (b) as of the Companydate hereof, no reasonable basis Government Contract or Government Bid submitted by any of Merger Partner or its Subsidiaries is currently the subject of bid or award protest proceedings; (c) each of Merger Partner and its Subsidiaries is, and during the past two (2) years has been, in compliance with the terms and conditions of, and the applicable Law related to, each Government Contract and Government Bid to which it is a party, as applicable; (d) during the two (2)-year period immediately prior to the date of this Agreement, neither any applicable Governmental Authority nor any prime contractor or subcontractor has notified any of Merger Partner or its Subsidiaries in writing that any of Merger Partner or its Subsidiaries has, or is alleged to have, breached or violated any applicable Law, representation, certification, disclosure, clause, provision or requirement pertaining to any Government Contract or Government Bid; (e) during the two (2)-year period immediately prior to the date of this Agreement, none of Merger Partner or its Subsidiaries has made any mandatory or voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable Law, relating to a Government Contract; (f) no facts or circumstances exists that could reasonably be expected to warrant the institution of suspension or debarment proceedings against any of Merger Partner or its Subsidiaries relating to a Government Contract; (g) no facts or circumstances related to any Government Contract or Government Bid exist that would reasonably be expected to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or against any of Merger Partner or its affiliates (including its subsidiaries), which, if accepted, would result in Subsidiaries under any applicable Law relating to a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between (h) neither the Company or Merger Partner nor any of its subsidiaries on Subsidiaries has during the one handpast two (2) years received any adverse or negative past performance evaluations, and (A) the United States Government reports or Canadian Governmentratings, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor connection with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate or Government ContractBid, for purposes that would reasonably be expected to adversely affect the evaluation of this definitionany Government Bid submitted by any of Merger Partner or its Subsidiaries; and (i) there is no material work or future business opportunity from which any of Merger Partner or its Subsidiaries is currently limited, but shall be part prohibited or otherwise restricted from performing or bidding, due to an Organizational Conflict of the Government Contract to which it relatesInterest (as defined in FAR 2.101).

Government Contracts. With (a) Except as set forth in Section 4.16 of the Companies' Disclosure Schedule, with respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such every Government Contract or Government Bid; and Bid (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; Contract (a "GOVERNMENT BID")) to which KLSI or TSSI is a party: (i) each of the Companies has complied with all material terms and conditions of such Government Contract" means any contractContract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (ii) the Companies has complied with all requirements of all applicable laws or agreements pertaining to such Government Contract or Government Bid; (iii) all statements, representations, warranties and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct as of their effective date and neither contained any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement untrue statement of any kind, between material fact nor omitted to state a material fact necessary in order to make the Company or any of its subsidiaries on the one handstatements contained therein not misleading, and each of the Companies has complied in all material respects with all such statements, representations, certifications and warranties; (Aiv) neither the United States U.S. Government or Canadian Government, (B) nor any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, subcontractor or other Person has notified the Companies, either in writing or orally, that any of the Companies has breached or violated any Applicable Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (Cv) no termination for convenience, termination for default, cure notice or show cause is currently in effect pertaining to such Government Contract or Government Bid; (vi) no cost incurred by the Companies pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any subcontractor investigation or has been disallowed by the U.S. Government; (vii) no money due to the Companies 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 any such amounts and KLSI or TSSI, as the case may be, is entitled to all payments received with respect thereto; (viii) there is no claim, default or claim of default or basis therefor, or event which, with the passage of time, could reasonably be expected to result in a claim or default or give rise to any right of termination, cancellation, acceleration or amendment or other claim by any party; and (ix) there has been no omission by the Companies which may reasonably be expected to result in, and there has been no occurrence which may reasonably be expected to result, in product liability (whether covered by insurance or not) on the part of the Companies, with respect to products designed, manufactured, assembled, repaired, maintained, delivered or installed or services rendered by the Companies prior to or on the Closing Date, except where such act or omission would not have a Material Adverse Effect on the Companies. (b) Neither of the Companies nor any of their respective directors, officers, employees, consultants or agents is (or during the last six (6) years has been) under administrative, civil or criminal investigation, indictment or information by any Government Authority, or any audit or investigation by any of the Companies with respect to any contract described in clause (A) alleged irregularity, misstatement or clause (B) above, on the other hand. A task, purchase omission arising under or delivery order under a relating to any Government Contract shall not constitute a separate or Government ContractBid. During the last six (6) years, for purposes of this definition, but shall be part none of the Government Contract Companies has conducted or initiated any internal investigation or made a voluntary disclosure to which it relates.the U.S. Government, with respect to any alleged irregularity,

Government Contracts. With respect (a) Section 2.11 of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a list of, and the Company has made available to the Parent a true, correct and complete copy of, each Government Company Material Contract (as defined belowamended prior to the date of this Agreement) to which the Company or any of its Subsidiaries is currently a party as of the date of this Agreement or has received final payment within three years prior by which any of them or any of their respective properties, rights or assets are bound. (b) Each Company Material Contract is in full force and effect except to the date hereof extent it has previously expired in accordance with its terms or where the failure to be in full force and to each Government Bid (as defined below) and except as disclosed effect, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectus: (i) would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company and each nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Material Contract is in violation of or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) any Company Material Contract, except for violations or defaults that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (c) Since January 1, 2017, neither the Company nor any of its Subsidiaries has complied and is entered into any transaction that would be subject to disclosure pursuant to Item 404 of Regulation S-K that has not been disclosed in compliance in all material respects with all material terms and conditions of the Company SEC Reports. (d) With respect to each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that to which the Company or any of its Subsidiaries has breached is a party or violated by which any statuteof them or their respective properties, rulerights or assets are bound, regulationthe Company and any applicable Subsidiaries have complied with the terms and conditions of such Government Contract, certificationincluding all clauses, representationprovisions and requirements incorporated expressly therein, clause, provision by reference or requirementby operation of any laws or regulations, except as would notfor any failure to comply that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Change; and Effect. (ive) to Neither the knowledge Company nor any of the Company, no reasonable basis exists ’s Subsidiaries is a party to give rise any commitment or agreement obligating the Company to file a material claim by a Governmental Entity for fraud (as such concept is defined registration statement under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this AgreementSecurities Act, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall which filing has not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesyet been made.

Government Contracts. (a) Schedule 2.33 lists each of the outstanding agreements, contracts, leases, or commitments the Company has entered into with a Government (“the Government Contracts” or, singularly, a “Government Contract”) and/or with a higher-tier contractor that has an agreement, contract, lease, or commitment the ultimate customer of which is a Government (the “Government Subcontracts” or, singularly, a “Government Subcontract”). (b) With respect to each and every Government Contract and Government Subcontract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (iA) the Company and 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 Bidthem, including all incorporated material clauses, provisionsprovisions and requirements incorporated expressly, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicableby reference or by operation of law therein; (iiB) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of any statute, rule, regulation, order or agreements agreement with the U.S. Government pertaining to, and as applicable, to such Government Contract or Government BidSubcontract; (C) all representations and certifications executed, acknowledged or set forth in, pertaining to, or made in connection with, the negotiation or award of such Government Contract or Government Subcontract were current, accurate, and complete when made and all such representations and certifications were updated so that they remained current, accurate, and complete, if updating was required, and the Company has complied in all material respects with all such representations and certifications; (iiiD) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person Person has notified the Company or any of its subsidiaries, in writing, writing that the Company or any of its Subsidiaries has materially breached or violated any Government Contract, Government Subcontract, statute, rulerule or regulation or certification; (E) no termination for convenience, regulationtermination for default, certificationcure notice or show cause notice has been issued and not resolved or cured; (F) no material cost incurred by the Company has been questioned in writing or disallowed, representationother than those which have been resolved; (G) no money due to the Company has been withheld or set off and not resolved, clauseand (H) the Company has materially complied with the requirements of Executive Order 11246, provision as amended, and related equal opportunity and affirmative action clauses of its Government Contracts and Government Subcontracts. (c) There exist (A) no material outstanding claims against the Company, either by the Government or requirementby any prime contractor, except as would notsubcontractor, individually vendor or in the aggregateother third party, have arising under or relating to a Material Adverse ChangeGovernment Contract or Government Subcontract; and (ivB) no formal (i.e., formalized in a written instrument) pending disputes between the Company and the Government or any prime contractor, subcontractor or vendor arising under or relating to the knowledge of any Government Contract or Government Subcontract. (d) Neither the Company, nor, to the Company’s knowledge, any of its directors, officers or employees is (or at any time during the last five years has been) suspended, debarred or has been notified that it or they have been proposed for debarment from doing business with a Government or has been declared non-responsible or ineligible for contracting with a Government. There are no reasonable basis exists current circumstances, to give rise the Company’s knowledge, that would warrant or be likely to lead to the institution of suspension or debarment proceedings against the Company. The Company has not, within the past five years, been terminated for default under any Government Contract or Government Subcontract. (e) The Company has not during the last five years (A) received any subpoena from an Inspector General, grand jury, or similar investigative agency nor a material claim civil investigative demand relating to any Government Contract or Government Subcontract or (B) been advised that it is or was the target or subject of any investigation by any Government entity relating to any Government Contract or Government Subcontract. (f) The Company has not during the last five years made a Governmental Entity for fraud (as such concept is defined under disclosure to any Government entity concerning a potential violation of law by the state or federal laws of the United States) Company in connection with any of its Government Contracts or Government Subcontracts nor is it aware of a basis for which such a disclosure should have been made or should now be made, specifically including, but not limited to, any disclosures that should have been or should now be made in accordance with Federal Acquisition Regulation ¶ 52.203-13(b)(3)(i). (g) The Company has not during the last five years made any disclosure to any Government Contract; of any alleged irregularity, misstatement, omission, or overpayment in connection with any Government Contract or Government Subcontract nor is it aware of a basis for which such a disclosure should have been or should now be made. (h) To the purposes of this AgreementCompany’s knowledge, "Government Bid" means any offer made by during the last five years, it has not been awarded a past performance rating lower than satisfactory or the equivalent. (i) Neither the Company nor, to the Company’s knowledge, any director, officer, agent or any employee of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and has (A) the United States Government used any funds for unlawful contributions, gifts, gratuities, entertainment or Canadian Governmentother unlawful expenses to or for any government employee, (B) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, (C) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business or other applicable conventions, and any other applicable anti-corruption law, (D) made any payments or given anything of value to a prime contractor to or prime contractor employee in violation of the United States Government or Canadian Government in its capacity as a prime contractorAnti-Kickback Act, 41 U.S.C. § 8701 et seq., or (CE) any subcontractor with respect to any contract described paid a contingent fee in clause violation of Federal Acquisition Regulation 52.203-5. (Aj) or clause (B) above, on The Company possesses the other hand. A task, purchase or delivery order necessary facility clearance for the execution of its obligations under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract Contracts. The Company is in compliance in all material respects with applicable agency security requirements, as appropriate, and has in place proper procedures, practices and records to maintain the facility clearance necessary to perform its current Government Contracts. (k) The Company and its personnel have all material facility clearances and personnel security clearances necessary for the conduct of its business as now being conducted by it (collectively, “Clearances”). Each Clearance is valid and in full force and effect and has not been suspended, revoked, canceled or adversely modified. The Company is not in default in any material respect under any Clearance. There are no proceedings in progress, pending, or, to the Company’s knowledge, threatened, which it relatesmay result in the revocation, cancellation, suspension, non-renewal or any materially adverse modification of any Clearances.

Government Contracts. Section 4.24 of the Seller Disclosure Schedule sets forth a true and complete list as of the date hereof of all Government Contracts to which a Company Entity or the Business has been a party at any time in the past five (5) years. With respect to each such Government Contract Contracts (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (ia) the Company has been in material compliance with all Laws and all contractual clauses, provisions, specification and other requirements pertaining to such Government Contracts; (b) each of its Subsidiaries Company Entity has complied maintained all management systems, quality controls, qualifications, certifications and is in compliance approvals necessary to perform in all material respects with all material terms and conditions of each such Government Contract and Government BidContracts, including all incorporated clauses, provisions, certifications, but is not required to maintain any security clearances or approvals for such Company Entity or its personnel; (c) the representations, requirementsstatements and certifications executed, schedulesacknowledged or submitted by or on behalf of any Company Entity to a Governmental Entity, attachments, regulations prime contractor or higher-tier subcontractor in connection with such Government Contracts and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation related bids and proposals ("FAR"), and the Cost Accounting Standards, as applicable; (iior any change or modification thereto) the Company and each of its Subsidiaries has complied were accurate when made in all material respects and all notices required to be provided in connection with such Government Contracts had been timely submitted; (d) the invoices and claims for payment, reimbursement or adjustment submitted in connection with such Government Contracts have been accurate in all material requirements respects; (e) except as set forth on Section 4.24(e) of statutethe Seller Disclosure Schedule, ruleno such Company Entity has asserted or claimed small business or any other preferred bidder status, regulationnor been awarded any such Government Contract on such a basis or on a sole-source basis; (f) except as set forth on Section 4.24(f) of the Seller Disclosure Schedule, order no such Government Contract has included any most favored customer or agreements with the U.S. Government pertaining toother similar pricing obligation, and as applicableno such Government Contract has required the accumulation, allocating or reporting of costs of performance; (g) no such Government Contract has been terminated before its expiration nor been the subject of a formal claim, request for equitable adjustment, dispute, subpoena, litigation or bid protest, nor a written (nor to Sellers’ Knowledge, oral) notice or disclosure of breach, cure, show cause, audit, investigation, inaccurate certification or misrepresentation, conflict of interest, mischarging, mispricing, improper billing or invoicing, systemic quality-related defect, withholding of overpayment, false or reckless claim, false statement, fraud, kickback, violation of Law or other irregularity, misstatement or omission in connection with a such Government Contract or Government Bida related bid or proposal nor has any Company Entity received written notice of default or unacceptable performance that has not been corrected to the satisfaction of the government; and (iiih) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified none of the Company Entities or their Affiliates or any of its subsidiariestheir respective officers, directors, principals, owners, or managers have been disqualified from participating in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim procurement by a Governmental Entity for fraud Authority, nor been suspended, debarred, or excluded by a Governmental Authority nor, to Sellers’ Knowledge, been in violation of any applicable Law or administrative or contractual restriction associated with the employment of (as such concept is defined under or discussions concerning possible employment with) current or former officials or employees of a Governmental Authority, nor had access to confidential or non-public information to which they were not lawfully entitled, nor, to Sellers’ Knowledge, engaged in political activity on behalf of the Company Entities or the Business regarding (or made political contributions to or on behalf of any individuals holding or seeking) any elected office or an official position with a Governmental Authority that would violate the prohibitions of 31 U.S.C. 1352 or 52 U.S.C. 30119 or similar state or federal laws local restrictions except as set forth on Section 4.24 of the United States) Seller Disclosure Schedule, nor made or offered or solicited or accepted any bribe, kickback unlawful rebate, influence payment, unlawful payoff, secret commission or unlawful payment or item, service or benefit of value in connection with a customer, potential customer or a Governmental Authority. During the past five (5) years, other than in the ordinary course of business consistent with past practice, no Company Entity has conducted or initiated any such Government Contract; for the purposes of this Agreementinternal investigation, "Government Bid" means or made a voluntary or mandatory disclosure to any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement Governmental Entity or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor higher-tier subcontract with respect to any contract described in clause (A) alleged or clause (B) abovepossible irregularity, on the other hand. A task, purchase misstatement or delivery order omission arising under or relating to a Government Contract shall not constitute or related bid or proposal. None of the Company Entities or any of their respective employees, employees, consultants or agents must procure or maintain a separate security clearance to fulfill the duties of such Company Entity under any Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. With respect (a) The Company has delivered or made available to Parent prior to the date of this Agreement complete and correct copies of each Material Government Contract Contract. (b) Except as defined belowhas not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) to which None of the Company or any of its Subsidiaries is currently a party in breach of or has received final payment within three years prior default under the terms of any Material Government Contract; (ii) To the knowledge of the Company, each Material Government Contract was legally awarded and is binding on the parties thereto; (iii) To the knowledge of the Company, no Material Government Contract is subject to termination solely based on the date hereof consummation of the transactions contemplated by this Agreement due to any change in status or prohibition on any change of control provision set forth in such Material Government Contract; (iv) The representations, certifications and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) warranties made by the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions respect to Material Government Contracts were accurate as of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation their effective dates; ("FAR"), and the Cost Accounting Standards, as applicable; (iiv) the Company and each None of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached received any written show cause, cure, deficiency, default, termination for convenience, bid protest, offset, disallowed, disputes or violated similar notice relating to any statutecurrent Material Government Contract; and (vi) To the knowledge of the Company, ruleno event, regulationcondition or omission has occurred or currently exists including any prohibitions on contracting with debarred, certificationsuspended or ineligible persons that would constitute grounds for termination of any Material Government Contract. (c) The Company and its Subsidiaries possess all facility security clearances and personnel security clearances necessary to conduct the business as it is currently being conducted as of the date hereof in all material respects and the Company and its Subsidiaries are in compliance in all material respects with the requirements applicable to the facility security clearances, representation, clause, provision or requirement, except as would not, individually or including those set forth in the aggregateNational Industrial Security Program Operating Manual and the provisions of all applicable DD254 forms. The Company has no knowledge of any pending revocation of any facility clearance of the Company or any Subsidiary of the Company or any pending revocation of any personnel security clearance of any employee of the Company or any Subsidiary. (d) (i) None of the Company or its Subsidiaries, have a Material Adverse Change; and (iv) nor, to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state any of their current respective directors, officers or federal laws of the United States) employees in connection with any such Government Contract; for the purposes performance of this Agreementthe duties for, "Government Bid" means any offer made by or on behalf of, the Company or any of its affiliates (including its subsidiaries)Subsidiaries, whichis currently debarred, if accepted, would result suspended or otherwise excluded from bidding on or participating in a the award of any U.S. Government Contract; "Government Contract" means . (ii) To the knowledge of the Company, none of the Company or its Subsidiaries, nor any contractof their current respective directors, including any arrangementofficers or employees in connection with the performance of the duties for, joint ventureor on behalf of, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries Subsidiaries, is currently debarred, suspended or otherwise excluded from bidding on or participating in the one hand, and award of any non-U.S. Government Contract (A) the United States Government or Canadian Government, (B) any prime contractor except where such exclusion is related to the United States Government application of local bidding rules applicable to all bidders similarly situated to the Company or Canadian Government in its capacity as a prime contractorSubsidiaries). (e) Since January 1, 2018, none of the Company or its Subsidiaries has undergone or is currently undergoing any internal or external regulatory audit, review, inspection, investigation, survey, or (C) any subcontractor with respect examination of records relating to any contract described Government Contracts, other than in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes ordinary course of this definition, but shall be part of the Government Contract to which it relatesbusiness.

Government Contracts. With respect to (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and correct list of the following as of the date hereof of: (i) each Government Contract (as defined below) under which the aggregate payments to which or to become due to the Company or any of its Subsidiaries is currently exceed $250,000 (each, a party or has received final payment within three years prior to the date hereof “Material Government Contract”); and to (ii) each Government Bid (that has not expired and for which an award has not been issued. Except as defined below) and except as disclosed prohibited by Law, the Company has made available in the Registration Statementelectronic data room maintained by the Company complete and correct copies of each Material Government Contract. To the Knowledge of the Company, each Material Government Contract is a legal, valid and binding obligation of the Pricing Company and is in full force and effect, and, was awarded in compliance with applicable Law. (b) Except as set forth on Section 3.15(b) of the Company Disclosure Package and the Prospectus: Letter, (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material applicable requirements of statutethe Federal Truthful Cost and Pricing Data statute (f/k/a Truth in Negotiations Act), rulethe Procurement Integrity Act, regulationthe False Claims Act, order or agreements with Executive Order No. 11246 of 1965, Section 503 of the U.S. Government pertaining toRehabilitation Act of 1973, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, and as applicableany other laws, such rules, regulations or orders applicable to any Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, Bid in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge respect of the CompanyBusiness, (ii) there is no reasonable basis exists to give rise to a material pending claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws Laws of the United States) in connection with any such Government Contract, and, to the Company’s Knowledge, no facts or circumstances exist that would reasonably be expected to give rise to (A) a non-frivolous claim for actual fraud (as such concept is defined under the Laws of the United States) in connection with any Government Contract or (B) suspension or debarment proceedings; for (iii) all representations and certifications made by the purposes Company in connection with any Government Contract were complete and accurate in all material respects as of this Agreementtheir effective date and the Company has complied in all material respects with all such representations and certifications, "(iv) neither any Governmental Entity nor any prime contractor, subcontractor or other person or entity has notified the Company in writing that the Company has breached or violated in any material respect any Law pertaining to any Government Contract or Government Bid" means , (v) there have been no suspension, debarment, or exclusion proceeding (or equivalent proceeding) initiated by any offer made by Governmental Entity against the Company, or to the Company’s Knowledge, threatened in writing against the Company or any of its affiliates employees; (including its subsidiaries)vi) in the past six years, whichthe Company has not made any mandatory disclosure to any Governmental Entity with respect to any irregularity, if acceptedmisstatement, would result in noncompliance or omission arising under or related to a Government ContractContract and to the Company’s Knowledge, no facts or circumstances exist that would reasonably be expected to trigger a mandatory disclosure or give rise to a False Claims Act action; "and (vii) the Company has not received notice of any material (A) outstanding claims arising under or relating to any Government Contract" means Contract by any contractGovernmental Entity or prime contractor, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement subcontractor or other similar arrangement of any kind, person or (B) outstanding claims or requests for equitable adjustment or disputes between the Company or any of its subsidiaries Company, on the one hand, and (A) the United States Government government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, subcontractor, vendor or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) aboveother person, on the other hand. A task, purchase arising under or delivery order under a relating to any Government Contract shall not constitute a separate or Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesBid.

Government Contracts. With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) with respect to: (1) every bid, proposal, order or other Contract for the Company sale, lease, license, or transfer of goods, services, intellectual property, material or labour hours between any Intercon Entity and each any Authority; (2) subcontracts relating to such agreements between an Authority and a customer of its Subsidiaries any Intercon Entity; and (3) Contracts authorizing any Intercon Entity to purchase products or services listed on a General Services Administration Schedule of a third party for resale to an Authority (collectively “Government Contracts”): (A) such Intercon Entity has complied and is in compliance in all material respects with all material the terms and conditions and all requirements of each all applicable Laws or agreements pertaining to such Government Contract Contracts; (B) all representations and certifications set forth or pertaining to such Government BidContracts were complete, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations current and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR")accurate as of their respective dates, and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries such Intercon Entity has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, such representations and as applicable, such Government Contract or Government Bid; and certifications; (iiiC) neither the U.S. Government or Canadian Government, no Authority nor any prime contractor, subcontractor or other person employee, officer, agent or representative thereof has notified the Company or any of its subsidiaries, in writing, such Intercon Entity that the Company or any of its Subsidiaries such Intercon Entity has breached or violated any statuteapplicable Law pertaining to a Government Contract; (D) no termination for convenience, ruletermination for default, regulationcure notice, certificationshow cause notice, representationor subpoena is currently in effect pertaining to a Government Contract, clauseand no event, provision condition, or requirementomission has occurred or exists that would constitute grounds for such actions; (E) no cost incurred, except as would notproposal submitted, individually representation or certification made, or invoice or claim submitted by such Intercon Entity pertaining to a Government Contract is the subject of an audit or investigation, or has been disallowed or otherwise challenged by an Authority; and (F) no money or credit due to such Intercon Entity pertaining to a Government Contract has been withheld or set off; (ii) no Intercon Entity or any of its employees, directors or officers is (or at any time since April 1, 2003 has been): (A) under administrative, civil or criminal investigation, indictment or information, or subject to any audit or investigation, with respect to a Government Contract; (B) suspended, debarred or otherwise disqualified from doing business with an Authority; or (C) the subject of a finding of non-responsibility or ineligibility for a Government Contract, in the aggregate, have each case with respect to a Material Adverse Change; and Government Contract entered into or bid upon by an Intercon Entity; (iviii) to the knowledge of the CompanyVendor, but without making any external inquiry, no reasonable basis exists representatives, agents or consultants of any Intercon Entity, acting in such capacity and within the scope of his, her or its engagement, as the case may be, is (or at any time since April 1, 2003 has been): (A) under administrative, civil or criminal investigation, indictment, or information, or subject to give rise any audit or investigation, with respect to a material claim Government Contract; (B) suspended, debarred or otherwise disqualified from doing business with an Authority; or (C) the subject of a finding of non-responsibility or ineligibility for a Government Contract, in each case with respect to a Government Contract entered into or bid upon by an Intercon Entity; (iv) except as disclosed in subsection 4.1(uu) of the Vendor Disclosure Schedule, at no time since April 1, 2003 has any Intercon Entity conducted or initiated any internal audit or investigation or had any reason to conduct, initiate or report any internal audit or investigation, or made a Governmental voluntary disclosure with respect to any alleged irregularity, misstatement, or omission arising under or relating to a Government Contract entered into or bid upon by an Intercon Entity; and (v) there exist no: (A) outstanding claims against any Intercon Entity for fraud by an Authority, a prime contractor, subcontractor, vendor or other third party (as such concept is defined including a relator under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates False Claims Act (including its subsidiaries31 U.S.C. § 3729-3733)), which, if accepted, would result in arising from or relating to a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, or (B) material disputes between any prime contractor to the United States Government Intercon Entity and an Authority or Canadian Government in its capacity as a prime contractor, subcontractor, vendor or (C) any subcontractor with respect other third party arising under or relating to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.;

Government Contracts. With respect to each (a) Each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior was legally awarded and, to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration StatementSeller’s knowledge, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each no Government Contract and Government Bidis the subject of bid or award protest proceedings. No action threatened in writing or, including all incorporated clausesto Seller’s knowledge, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as ongoing audit exists which would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists reasonably be expected to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined price adjustment of any Government Contract under the state Truth in Negotiations Act or federal laws equivalent legislation under applicable Legal Requirements or under any other price reduction provision, agreement or commitment, including, without limitation, a “Price Reductions” clause or “most favored nation” clause. (b) Seller is not, and has not been in the previous three (3) years, in violation of any statutory, regulatory or contractual requirement pertaining to any Government Contract, including, without limitation, as amended or updated, the United StatesAnti-Kickback Act, Armed Services Procurement Act, Buy American Act, Trade Agreements Act, False Claims Act, False Statements Act, Federal Procurement and Administrative Services Act, Federal Acquisition Regulation (the “FAR”), FAR cost principles, Cost Accounting Standards, Procurement Integrity Act, Program Fraud Civil Remedies Act, Small Business Act, Truth in Negotiations Act, the requirements set forth in the National Industrial Security Program Operating Manual, DOD 5220.22 M (January 1995) and any anti-corruption Laws. Seller has complied in all respects with all terms and conditions, including all clauses, provisions, specifications, and quality assurance, testing and inspection requirements of each Government Contract, whether incorporated expressly, by reference or by operation of Legal Requirements. Seller (and to the Seller’s knowledge, as applicable, no director, officer, employee, consultant or affiliate thereof) has not undergone and is not undergoing any material review, inspection, investigation (administrative, civil or criminal), survey or examination of records relating to any Government Contract, including any Government Contract with respect to which provision of professional services has been completed, and to Seller’s knowledge no fact, occurrence, practice or circumstance exists that could reasonably be expected to rise to such a proceeding. (c) All facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of Seller in connection with any such (i) registration, renewal, and/or activation with a Governmental Authority or (ii) Government Contract and (iii) quotations, bids and proposals for Government Contracts, were current, accurate and complete in all respects as of the date of their submission and the Closing Date. Seller has complied in all respects with all applicable representations, certifications and disclosure requirements under all Government Contracts and each of its quotations, bids and proposals for Government Contracts. Seller has retained all Government Contracts documentation as required by the FAR. (d) There are neither any outstanding material claims nor disputes against Seller relating to any Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) to the United States Government Seller’s knowledge, there are no facts or Canadian Government, (B) allegations with respect to Seller that could reasonably be expected to give rise to such a claim or dispute in the future. No Governmental Authority nor any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any higher-tier subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute has withheld or set off, or attempted to withhold (other than the hold-backs pursuant to contracts in the ordinary course of business) or set-off, material amounts of money otherwise acknowledged to be due to Seller under a separate Government Contract. No Governmental Authority nor any prime contractor or higher-tier subcontractor under an outstanding Government Contract has questioned or disallowed any material costs claimed by Seller under any Government Contract, and, to Seller’s knowledge, there is no fact or occurrence with respect to Seller that could be a reasonable basis for purposes disallowing any such costs. (e) No Governmental Authority nor, as applicable, any prime contractor or higher-tier subcontractor under a Government Contract nor any other person or entity has notified Seller, either in writing or, to Seller’s knowledge otherwise, of this definitionany actual or alleged violation or breach of any statute, regulation or contract term. Seller has not received any show cause, cure, deficiency, default, termination (either for default or convenience) or similar written notices relating to any Government Contract and, to Seller’s knowledge, there exist no facts or allegations that would reasonably be expected to give rise to such a notice in the future. (f) Neither Seller nor, to Seller’s knowledge, any director, officer, employee, consultant or affiliate thereof has been within the last three (3) years or is now suspended, debarred, or proposed for suspension or debarment from government contracting, and to Seller’s knowledge, no facts exist with respect specifically to Seller or any director, officer, employee, consultant or affiliate thereof that would reasonably be expected to give rise to such suspension or debarment. No determination of non-responsibility has, to the Seller’s knowledge, been issued against Seller. (g) Seller has not during the last three (3) years (A) received any subpoena from an Inspector General, grand jury, or similar investigative agency nor a civil investigative demand relating to any Government Contract or (B) been advised in writing, or to Seller’s knowledge otherwise, that it is or was the target or subject of any investigation by any Governmental Authority relating to any Government Contract. (h) Seller has not during the last three (3) years made a disclosure to any Governmental Authority concerning a potential violation of law by Seller in connection with any of its Government Contracts nor does it have knowledge of a basis for which such a disclosure should have been made or should now be made, specifically including, but shall not limited to, any disclosures that should have been or should now be part made in accordance with FAR ¶ 52.203-13(b)(3)(i). (i) Except as set forth in Schedule 3.22(i), Seller has not during the last three (3) years made any disclosure to any Governmental Authority of any alleged irregularity, misstatement, omission, or overpayment in connection with any Government Contract nor does it have knowledge of a basis for which such a disclosure with respect specifically to Seller should have been or should now be made. (j) During the last three (3) years, Seller has not been awarded a past performance rating lower than satisfactory or the equivalent. (k) Seller has not during the last three (3) years engaged in any work that, to its knowledge creates in any Government Contract any known unmitigated “Organizational Conflict of Interest” (as defined in FAR Subpart 9.5). (l) All Cost or Pricing Data (as defined in FAR Section 15.401) and other information submitted by Seller or Seller’s subcontractors in support of Government Contracts, or modifications thereto, was to its knowledge, as of the Government Contract to which it relatesdate of price agreement or payment submission, current, accurate and complete.

Government Contracts. With respect to each Government Contract (as defined belowa) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the The Company and each of its Subsidiaries Subsidiary has complied and is in compliance in all material respects in the past three (3) years with all material the terms and conditions of each Government Contract and Government BidContract, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly, certificationsby reference or by operation of Law therein or applicable thereto and all invoices, representationsclaims, requirementsdata, schedules, attachments, regulations representations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) certifications submitted by the Company and each any Subsidiary with respect to any Government Contract in the past three (3) years were current, accurate, and complete in all material respects as of its Subsidiaries their effective date (and updated as required) and the has complied in all material respects with all material requirements such representations and certifications. (b) Neither the Company nor any Subsidiary has been suspended or debarred from bidding on contracts or subcontracts with any Governmental Entity; no such suspension or debarment has, to the Knowledge of statutethe Company, rule, regulation, order been threatened or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bidinitiated; and the consummation of the transactions contemplated by this Agreement will not result in any such suspension or debarment of the Company, any Subsidiary or the Buyer (iii) neither assuming that no such suspension or debarment will result solely from the U.S. Government or Canadian Government, identity of the Buyer). Neither the Company nor any prime contractorSubsidiary has been or is now being audited or investigated by the United States Government Accounting Office, subcontractor or other person has notified the Company United States Department of Defense or any of its subsidiariesagencies, in writingthe Defense Contract Audit Agency, that the Company contracting or auditing function of any Governmental Entity with which it is contracting, the United States Department of Justice, the Inspector General of the United States Governmental Entity, or any of its Subsidiaries has breached or violated any statuteprime contractor with a Governmental Entity; nor, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge Knowledge of the Company, no reasonable basis exists has any such audit or investigation been threatened. Neither the Company nor any Subsidiary has any Contracts which require it to give rise to obtain or maintain a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection security clearance with any such Government Contract; for the purposes Governmental Entity. (c) None of this Agreement, "Government Bid" means any offer made by the Company or its Subsidiaries has any security facility clearance nor access to any classified information and the operations of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company and its Subsidiaries as presently conducted and planned to be conducted do not require any security facility clearance or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect access to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesclassified information.

Government Contracts. (a) Schedule 3.15(a) lists all Government Contracts and Government Bids as of November 30, 2005, including the name and number of the Government Contract and the applicable solicitation name and number for the Government Bid; the name of the other contracting party; the name of the Government Authority that is the customer (if different from the contracting party); for task orders and delivery orders, the name and number of the Government Contract (including any blanket purchase agreement) under which the order was issued or the Government Bid was submitted; the date the Government Contract was awarded; and the scheduled end date of the Government Contract. Except as set forth on Schedule 3.15(a), the Company has not entered into any Government Contract that has not been closed out or submitted any outstanding Government Bid that remains outstanding. The Company has made available to the Buyer correct and complete copies of all Government Contracts and outstanding Government Bids. All Government Contracts constitute valid and binding obligations of the Company and, to the Knowledge of the Company, of the other party or parties thereto, and are fully enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. To the extent required with respect to any of the Government Contracts that have not been closed out, except as set forth on Schedule 3.15(a), the Company has obtained each novation or other consents from any Government Authority for (or has provided notice of) the assignment or transfer to the Company of all right, title and interest in and to such Government Contract. (b) Schedule 3.15(b) sets forth, as of November 30, 2005, for each Government Contract, each project with a firm order whereby the contractual value of work not yet performed (funded or unfunded) exceeds $50,000; the contractual value of such work not yet performed thereunder as of such date; and any dollar amounts included that are not yet funded. (c) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration StatementBid, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all terms and conditions of such Government Contract, including all provisions incorporated by reference or by operation of law therein, (ii) the Company has complied in all material respects with all requirements of statuteall Laws pertaining to such Government Contract, rule, regulation, order or agreements with (iii) all representations and certifications executed by the U.S. Government Company pertaining to, and as applicable, to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date and the Company has complied with all representations and certifications, (iv) the Company has not submitted any materially inaccurate, untruthful or misleading cost or pricing data, certification, bid, proposal, report, invoice, claim, or other information to a Government Authority, prime contractor, subcontractor, vendor or any other Person relating to any Government Contract or Government Bid; and , (iiiv) neither the U.S. a Government or Canadian Government, Authority nor any prime contractor, subcontractor subcontractor, or any other person Person has notified the Company Company, either in writing or any of its subsidiaries, in writingorally, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulationlaw, certification, representation, clause, provision or requirementrequirement pertaining to such Government Contract or Government Bid, except as would not(vi) no cancellation, individually termination for convenience, termination for default, suspension, stop work order, cure notice, or show cause notice is currently in the aggregateeffect nor, have a Material Adverse Change; and (iv) to the knowledge Knowledge of the Company, no reasonable basis exists is any such action being proposed or threatened, pertaining to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made (vii) no cost claimed or proposed by the Company pertaining to any Government Contract or Government Bid is the subject of any audit or investigation nor, to the (d) (i) Neither the Company nor any of its affiliates (including its subsidiaries)the Company’s directors, whichofficers, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractoremployees, or (Cto the Knowledge of the Company) any subcontractor consultants or agents is or has, during the past three (3) years, been under administrative, civil or criminal audit, indictment or information by any Government Authority or, to the Knowledge of the Company, subject to any pending internal investigation by the Company with respect to any contract described in clause alleged act or omission arising under or relating to any Government Contract or Government Bid. (Aii) During the past three (3) years, the Company has not conducted or clause (B) above, on the other hand. A task, purchase initiated any internal investigation or delivery order made a voluntary disclosure to any Government Authority with respect to any alleged act or omission arising under or relating to a Government Contract shall not constitute a separate or Government ContractBid. (e) Schedule 3.15(e) lists each draft and final audit report received by the Company during the past five (5) years with respect to the audit by any Government Authority of any Government Contract or of any indirect cost, for purposes of this definition, but shall be part other cost or cost accounting practice of the Government Contract Company. The Company has made available to which it relatesthe Buyer correct and complete copies of each such report.

Government Contracts. (a) With respect to each and every Government Contract referred to in Section 3.15 that is also a Material Contract (each a “Material Government Contract”) or bid or proposal which, if accepted, would result in a Material Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each “Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: Bid”): (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each such Material Government Contract and or Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations provisions and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicablerequirements incorporated expressly by reference or by operation of Legal Requirement therein; (ii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Material Government Contract or Government Bid were complete and correct in all material respects as of the dates they were made (or deemed made) and remain correct in all material respects, and the Company and each of its Subsidiaries has complied in all material respects with all material requirements such representations and certifications; (iii) all Cost or Pricing Data (as defined in Federal Acquisition Regulation (“FAR”) § 15.401) and other information submitted by the Company in support of statute, rule, regulation, order or agreements with the U.S. negotiation of Government pertaining to, and as applicable, such Government Contract Contracts or Government BidBids, or modifications thereto, or in support of requests for payments thereunder, was, as of the date of price agreement or payment submission current, accurate and complete in all material respects; and (iiiiv) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person Person has notified the Company or any of its subsidiariesCompany, either in writingwriting or, to the Company’s knowledge, orally, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulationLegal Requirement, certification, representation, clause, provision or requirementrequirement pertaining to such Material Government Contract or Government Bid, except as would notincluding, individually 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) the Company has not been notified in writing or, to the Company’s knowledge, orally by the U.S. Government, any prime contractor, subcontractor or any other Person that any such Material Government Contract has been terminated for any reason and no cure notice or show cause notice is currently in effect pertaining to any such Material Government Contract or Government Bid; (vi) no adverse past performance evaluation or other negative past performance information (including, but not limited to, a Government Contract suspension, overt threat of Government Contract suspension, or Government Contract cure notice) has been received by the aggregate, have a Material Adverse ChangeCompany with respect to any Government Contract; and (ivvii) to the Company’s knowledge, no money due to the Company pertaining to such Material Government Contract or Government Bid has been withheld or offset nor has any claim been made in writing to withhold or offset money. 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 small business status, small disadvantaged business status, protégé status, women-owned business, service disabled veteran owned business, veteran owned business, or other preferential status. Section 3.30(a) of the Company Disclosure Schedule also separately lists any Government Contract entered into after Company represented to the Governmental Authority that issued such Government Contract that the Company 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. Company has no knowledge based on its communications with Governmental Authorities and other customers in connection with its Government Contracts that any such Governmental Authorities or other customers intend to materially reduce their purchases from to the Company based on Company’s inability after the Closing truthfully to continue to claim any such preferential status. Section 3.30(a) of the Company Disclosure Schedule also separately lists all blanket purchasing agreements pursuant to Government Contracts. Section 3.30(a) of the Company Disclosure Schedule also separately lists all task orders under Material Government Contracts related to products or services that have not been completed by Company and that involve payments in excess of $50,000, and in each instance references the Material Government Contract to which each such Task Order relates. (b) Except as set forth on Section 3.30(b) of the Company Disclosure Schedule, neither the Company nor, to the Company’s knowledge, any of its respective directors or officers is (or during the last three years has been) under administrative, civil or criminal investigation, indictment or information by any Governmental Authority, or any audit or investigation of the Company with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid. During the last three years, the Company has not 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. (c) Except as set forth in Section 3.30(c) of the Company Disclosure Schedule, to the knowledge of Company and based on Company’s knowledge of the business of Purchaser and its Affiliates, in the past three (3) years Company has not had access to non-public information nor provided systems engineering, technical direction, consultation, technical evaluation, source selection services or services of any type, nor prepared specifications or statements of work, nor engaged in any other conduct that would reasonably be expected to create in any Government Contract, or with regard to any acquisition by any Governmental Authority, an “Organizational Conflict of Interest” (as defined in FAR Subpart 9.5). (d) There exist no outstanding material disputes with the Company, no reasonable basis exists either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to give rise to a material claim by a Governmental Entity for fraud any Government Contract or Government Bid. (as such concept is defined under e) The Company’s accounting system meets the state or federal laws requirements of the FAR and Federal Cost Accounting Standards in all material respects. To the Company’s knowledge, there are no reports resulting from financial contract audits or other investigations by United States) in connection with States Governmental Authority officials of any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company Government Contracts (past or present) that conclude that the Company engaged in overcharging or other defective pricing practices or in other practices in violation of the FAR. (f) To the Knowledge of Company, no Government Contract has incurred or currently projects losses or cost overruns in an amount exceeding $25,000. (g) Except as set forth in Section 3.30(g) of the Company Disclosure Schedule, Company has not assigned or otherwise conveyed or transferred, or agreed to assign, to any Person, any Government Contracts, or any account receivable relating thereto, whether a security interest or otherwise. (h) Except as set forth in Section 3.30(h)(i) of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company Disclosure Schedule, since Company’s inception, it has not manufactured “defense articles,” exported “defense articles” or any of its subsidiaries on the one hand, and (A) furnished “defense services” or “technical data” to foreign nationals in the United States Government or Canadian Governmentabroad, (Bas those terms are defined in 22 Code of Federal Regulations Sections 120.6, 120.9 and 120.10, respectively. Except as set forth in Section 3.30(h)(ii) any prime contractor of the Company Disclosure Schedule, to the Company’s knowledge, the Company has not violated any United States import or export laws or regulations, or been the subject of an investigation or other inquiry by any United States Governmental Authority. Except as set forth in Section 3.30(h)(iii) of the Company Disclosure Schedule, the Company has not been subject to civil or criminal penalties imposed by a United States Government or Canadian Government in its capacity as a prime contractorAuthority, or (C) any subcontractor made a voluntary disclosure with respect to any contract described violations or alleged violations of said laws. (i) Except as set forth in clause (ASection 3.30(i) of the Company Disclosure Schedule, no personal property, equipment or clause (B) abovefixtures are loaned, bailed, or otherwise furnished to the Company by or on the other hand. A task, purchase or delivery order under behalf of a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesAuthority.

Government Contracts. (i) With respect to each Government Contract (between the Company or any of its Subsidiaries, on the one hand, and any Governmental Body, on the other hand, for which performance is ongoing as defined below) to of the date of this Agreement or which has not been formally closed out as of the date of this Agreement, and each bid, quotation or proposal by the Company or any of its Subsidiaries that is currently a party or has received final payment within three years prior to outstanding as of the date hereof and of this Agreement (each, a “Bid”) that if accepted or awarded could lead to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each Government a Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified between the Company or any of its subsidiariesSubsidiaries, in writingon the one hand, that and any Governmental Body, on the other hand (each such Contract or Bid, a “Company Government Contract”), and each Contract between the Company or any of its Subsidiaries, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body for which performance is ongoing as of the date of this Agreement or which has not been formally closed out as of the date of this Agreement, and each outstanding Bid that if accepted or awarded could lead to a Contract between the Company or any of its Subsidiaries, on the one hand, and a prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such Contract or Bid, a “Company Government Subcontract”): (A) each Company Government Contract or Company Government Subcontract was legally awarded, is binding on the parties thereto, and is in full force and effect in accordance with their terms; provided, that for purposes of this clause “(A),” the terms Company Government Contract and Company Government Subcontract shall not include any Bids; (B) each of the Company and its Subsidiaries has breached maintained sufficient records, which records have been delivered or violated any statutemade available to Parent, rule, regulation, certification, representation, clause, provision to demonstrate compliance with the terms and conditions of each Company Government Contract or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and Company Government Subcontract; (ivC) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity Body for fraud any breach or violation in any material respect of any Legal Requirement, contract, purchase order, task order, delivery order, certification, representation, clause, provision or requirement pertaining to any Company Government Contract or Company Government Subcontract, including mischarging, overcharging, defective pricing, fraud, bid rigging, or price fixing (as such concept is concepts are defined under the state or federal laws of the United States) in connection with any Company Government Contract or Company Government Subcontract; (D) since June 1, 2006, neither any Governmental Body nor any prime contractor, subcontractor or other Person or entity has notified the Company, in writing, or, to the knowledge of the Company, orally, that the Company has, or may have, breached or violated in any material respect any Legal Requirement, certification, representation, clause, provision or requirement pertaining to any Company Government Contract or Company Government Subcontract, including mischarging, overcharging, defective pricing, fraud, bid rigging, or price fixing (as such concepts are defined under the state or federal laws of the United States) in connection with any Company Government ContractContract or Company Government Subcontract; (E) since June 1, 2006, all facts set forth in or acknowledged by any representations, claims or certifications submitted by or on behalf of the Company or any of its Subsidiaries in connection with any Company Government Contract or Company Government Subcontract were current, accurate and complete as of their effective dates; (F) none of the Company and its Subsidiaries has received any written notice of termination, “show cause” or cure notice pertaining to any Company Government Contract or Company Government Subcontract; provided that this clause “(F)” shall not apply to any notice received more than ten years prior to the date hereof, which notice is related to a Company Government Contract and Company Government Subcontract that is no longer ongoing and has been formally closed out as of the date hereof, provided, further, that for the purposes of this Agreementclause “(F),” the terms Company Government Contract and Company Government Subcontract shall not include any Bids; (G) since June 1, "Government Bid" means any offer made 2006, no cost in excess of $50,000 incurred by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result Subsidiaries pertaining to a Company Government Contract or Company Government Subcontract has been questioned in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between writing provided to the Company or any of its subsidiaries on Subsidiaries by any Governmental Body, to Company’s knowledge, is the one handsubject of any audit (other than routine audits and similar inquiries) or is under investigation or has been disallowed by any Governmental Body; provided, that for purposes of this clause “(G),” the terms Company Government Contract and Company Government Subcontract shall not include any Bids; (H) since June 1, 2006, no payment in excess of $50,000 due to the Company or any of its Subsidiaries pertaining to any Company Government Contract or Company Government Subcontract has been withheld or set off, and the Company is entitled to all progress or other payments received to date with respect thereto; provided, that for purposes of this clause “(AH),” the terms Company Government Contract and Company Government Subcontract shall not include any Bids; (I) each of the Company and its Subsidiaries has complied with (i) all requirements relating to the safeguarding of, and access to, classified information under each Company Government Contract or Company Government Subcontract and (ii) any Legal Requirement relating to the safeguarding of, and access to, classified information (or, in the case of Contracts governed by Legal Requirements other than the state or federal laws of the United States Government or Canadian GovernmentStates, (B) any prime contractor the functional equivalent thereof, if any); and all violations thereof have been reported to the United States appropriate Governmental Body and contracting parties as required by any Company Government Contracts or Canadian Company Government in its capacity as a prime contractorSubcontracts or any Legal Requirement relating to the safeguarding of, or and access to, classified information; (CJ) any subcontractor with respect to any ongoing Company Government Contract or Company Government Subcontract or completed Company Government Contract or Company Government Subcontract, under which final payment was received by the Company or any of its Subsidiaries within ten years prior to the date of this Agreement, the Company and its Subsidiaries do not have credible evidence that a Principal, Employee, Agent, or Subcontractor (as such terms are defined by Federal Acquisition Regulation (“FAR”) 52.203-13(a)) of the Company or any of its Subsidiaries 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, and the Company and its Subsidiaries have not conducted and are not conducting an investigation to determine whether credible evidence exists that a Principal, Employee, Agent, or Subcontractor (as such terms are defined by FAR 52.203-13(a)) of the Company or any of its Subsidiaries has committed a violation of Federal criminal law involving 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; and (K) with respect to any ongoing Company Government Contract or Company Government Subcontract or completed Company Government Contract or Company Government Subcontract under which final payment was received by the Company or any of its Subsidiaries within ten years prior to the date of this Agreement, the Company and its Subsidiaries do not have credible evidence of any significant overpayment(s) on such Company Government Contract or Company Government Subcontract, other than overpayments resulting from contract described financing payment as defined in FAR 32.001, and the Company and its Subsidiaries have not conducted and are not conducting an investigation to determine whether credible evidence exists of any significant overpayment(s) on such Company Government Contract or Company Government Subcontract, other than overpayments resulting from contract financing payment as defined in FAR 32.001; provided, that for purposes of this clause “(K),” the terms Company Government Contract and Company Government Subcontract shall not include any Bids. (ii) The Company and its Subsidiaries are not, nor have any of them ever been, suspended or debarred from doing business with a Governmental Body or, to the knowledge of the Company, proposed for suspension or debarment by a Governmental Body, and, to the knowledge of the Company, have not been the subject of a finding of non-responsibility or ineligibility for contracting with a Governmental Body. (iii) (A) Neither the Company, its Subsidiaries, nor any of their respective directors or clause officers or Principals (as such term is defined by FAR 52.209-5(a)(2)) is, or since January 1, 2010 has been, under indictment with respect to any alleged irregularity, misstatement or omission arising under or relating to any Company Government Contract or Company Government Subcontract with a Governmental Body and (B) abovesince January 1, on 2010, the other hand. A taskCompany and its Subsidiaries have not entered into any consent order or administrative agreement relating directly or indirectly to any such Company Government Contract or Company Government Subcontract with a Governmental Body. (iv) All sales representatives who assist the Company and its Subsidiaries in soliciting or obtaining a Company Government Contract are bona fide employees or bona fide agencies as defined in FAR 52.203.5. (v) To the knowledge of the Company the past performance evaluations received by the Company or its Subsidiaries since January 1, purchase 2010 from a Governmental Body in relation to a Company Government Contract have been satisfactory or delivery order under a better; provided, that for purposes of this clause “(v),” the term Company Government Contract shall not constitute include any Bids. (vi) The Company and each of its Subsidiaries have the capacity, facilities and personnel necessary to deliver, in a separate timely fashion and in accordance with the Defense Priorities and Allocations System regulations, all outstanding defense rated orders received under a Company Government Contract, for purposes of this definition, but shall be part Contract or Company Government Subcontract. (vii) To the knowledge of the Company no Company employee formerly employed by a Governmental Body in the past ten years (“Former Government Contract Employee”) participated personally and substantially in any procurement decisions by such Governmental Body, and the Company and all Former Government Employees are in material compliance with all Legal Requirements regarding post-employment conflict of interest restrictions applicable to which it relatessuch Former Government Employees.]

Government Contracts. With respect to each Government Contract (as defined belowa) to which the Company None of Parent or any of its Subsidiaries Affiliates (in each case, as related to the Business), nor the Transferred Companies is currently a party in, and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by Parent or has received final payment within three years prior any of its Affiliates (in each case, solely to the date hereof and extent primarily related to each the Business) or the Transferred Companies will not result in, any violation, breach or default of any term or provision or trigger automatic or optional termination of a Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each Contract or Government Bid. None of Parent or any of its Subsidiaries has complied and Affiliates (in each case, as related to the Business), nor the Transferred Companies, is in compliance in all any violation, breach or default of any material respects with all material terms and conditions provision of each Government Contract and Government Bidany federal order, statute, rule or regulation (including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("“FAR"”), agency supplements to the FAR, the Arms Export Control Act (22 U.S.C. 277 et seq.), and the Cost Accounting Standards, as applicable; (iiagency export regulations) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such any similar state or federal applicable Law governing any Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirementas applicable, except as would not, individually or not reasonably be expected to result in the aggregateimposition of a fine, have penalty, or modification or termination of a Material Adverse Change; and Government Contract or Government Bid. As of the date of this Agreement, none of Parent or Parent’s Affiliates (iv) in each case, as related to the knowledge Business) or the Transferred Companies has received a material cure notice or a stop work notice, nor, to Parent’s Knowledge, has the Business or the Transferred Companies been threatened in writing with termination for default under any Government Contract or subcontract with any Governmental Entity. To Parent’s Knowledge, no request for equitable adjustment by any of its Top Customers, Top Distributors or Top Suppliers against it relating to Government Contracts or subcontracts involving any Governmental Entity exists as of the Companydate hereof. (b) All representations and certifications made, no reasonable basis exists acknowledged, or set forth in or pertaining to give rise each Government Contract and each bid, proposal, offer, or quotation relating to a Government Contract were current, accurate, and complete in all material respect as of their effective date. To Parent’s Knowledge, there have been no claims of non-compliance with any representation or certification made, acknowledged, or set forth in a Government Contract or Government Bid. (c) There is no pending, and none of Parent or Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies has received written notice of, any material claim by a Governmental Entity against the Business or the Transferred Companies for fraud (as such concept is defined under the state or federal laws any of the United Statesfollowing: (i) defective pricing, (ii) FAR noncompliance, (iii) fraud, (iv) false claims or false statements, (v) unallowable costs as defined in connection with any such Government Contract; the FAR at Part 31, including those that may be included in indirect cost claims for the purposes of this Agreement, "Government Bid" means any offer made prior years that have not yet been finally agreed to by the Company Governmental Entity, or (vi) any other monetary claims relating to the performance or administration by Parent or Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies of Government Contracts or subcontracts for any Governmental Entity. Since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (5) years, none of Parent and any of its affiliates Affiliates (including its subsidiariesin each case, as related to the Business), which, if accepted, would result nor the Transferred Companies has made any voluntary disclosure in a Government Contract; "Government Contract" means writing to any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor Governmental Entity with respect to any contract material alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. All indirect and general and administrative expense rates are being billed, in all material respects, consistent with the FAR and applicable Government Contracts, including any Defense Contract Audit Agency-approved rates or provisional rates as applicable. (d) None of Parent or Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies or any of their Principals (as defined at FAR 52.209-5) is suspended or debarred from bidding on Contracts or subcontracts with any Governmental Entity in connection with the conduct of its Business; no such suspension or debarment has been initiated or, to Parent’s Knowledge, threatened in writing. Since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (5) years, no negative determination of responsibility has been issued against Parent and Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies with respect to any Government Bid. To Parent’s Knowledge, there is no material ongoing investigation, audit, prosecution, civil or administrative proceeding or settlement negotiation by any Governmental Entity relating to Government Contracts or subcontracts with any Governmental Entity or the violation of any federal, state or local order, statute, rule, or regulation relating to Government Contracts with any Governmental Entity, subcontracts, or export controls. (e) Except as described in clause Section 4.25(e) of the Disclosure Schedules, and except for patent title, license, “march in” and related rights of the U.S. government, none of Parent and Parent’s Affiliates (Ain each case, as related to the Business), nor the Transferred Companies, has granted unlimited rights with respect to any technical data or computer software that is material to the Business to a Governmental Entity, or a prime contractor to a Governmental Entity. Section 4.25(e) of the Disclosure Schedules shall include copies of any material data rights assertions made by Parent and Parent’s Affiliates (in each case, as related to the Business) or clause the Transferred Companies since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (B5) above, on the other hand. A task, purchase years to a Governmental Entity or delivery order prime contractor performing under a Government Contract. Each of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies has, in all material respects, provided to the U.S. government, and to prime contractors performing Government Contracts, no greater intellectual property rights to use third-party materials than have been granted to Parent and Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies. (f) Each of Parent and Xxxxxx’s Affiliates (in each case, as related to the Business) and the Transferred Companies and their officers, directors, managers and employees collectively hold all security clearances necessary for the operation of the Business as presently conducted in all material respects. To the extent applicable, each of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies is in compliance with national security obligations, including those specified in the National Industrial Security Program Operating Manual, any supplements or revised editions, except as would not reasonably be expected to result in the termination of a facility clearance or suspension or debarment of any Principals of Parent or Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies. Each of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies is in compliance with any directive or order from a Governmental Entity regarding the Business’s’ use of subcontractors and suppliers located outside the U.S., except as would not reasonably be expected to result in a termination for default of a Government Contract shall not constitute or any requirement thereof. (g) Section 4.25(g) of the Disclosure Schedules lists all Government Contracts (including subcontracts) since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (5) years with a separate value (by the express terms on the face of such Government Contract) of $500,000 or more for the life of the contract, for purposes and with respect to each such Government Contract accurately sets forth (i) the contract name, (ii) the award date, (iii) the customer, and (iv) the contract end date. Except as set forth in Section 4.25(g) of the Disclosure Schedules, Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies hold no Government Contracts or Government Bids premised on “8(a)” status, small business status, small disadvantaged business status, protégé status, or other socioeconomic status pursuant to FAR Part 19. Since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (5) years, the business size status of each of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies has not been challenged as part of any bid protest or proceeding before the Small Business Administration. (h) Section 4.25(h) of the Disclosure Schedules lists all Government Contracts (including purchase orders and subcontracts) since the Business Acquisition Date related to products or services with a value (by the express terms on the face of such Government Contract) exceeding $500,000 over the life of the contract that have not been completed by Parent and Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies as of the date of this definition, but shall be part Agreement. Section 4.25(h) of the Disclosure Schedules also lists all currently-pending Government Bids as of the date of this Agreement expected to exceed (by the express terms on the face of such Government Contract) $250,000 in revenue for the life of the contract. (i) Each of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies is in compliance with the FAR, agency supplements and/or any contractual requirements of its Government Contracts and subcontracts relating to cybersecurity and cyber incident reporting, including the protection of information of such Person, the Governmental Entity and prime contractors stored in such Person’s digital files, the disclosure of any intrusion of those digital files or the unintentional disclosure or release of such files, except as would not reasonably be expected to result in a False Claims Act proceeding or imposition of a fine or penalty. Each of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies is in compliance with any directive or order from a Governmental Entity or prime contractor performing a Government Contract relating to which it relatescybersecurity or cyber incident reporting. (j) All property or equipment furnished to each of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies prior to the Closing Date by any Governmental Entity or any prime contractor performing a Government Contract has been returned to the appropriate customer, and/or is properly accounted for and in the possession of such Person. All such Government Contracts property is, in all material respects, in good operating condition and state of repair, taking into account such property’s useful life, in accordance with the FAR or agency supplements thereto. Each of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies has, in all material respects, placed the required markings and item identifiers on all of its products and items required to be marked or identified under the terms of the FAR, agency supplements thereto, or any provision of such Person’s Government Contracts. (k) To the Parent’s Knowledge, in the past five (5) years, none of Parent or Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies has received any written notice that any of Parent’s, Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies’ employees, consultants or agents are under administrative, civil or criminal investigation by any Governmental Entity in connection with a Government Contract. Since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (5) years, none of Parent or Parent’s Affiliates (in each case, as related to the Business) or the Transferred Companies has received formal written notice of any pending investigation of any officer, employee or representative of such Person, nor has there been audit or investigation of any of Parent and Parent’s Affiliates (in each case, as related to the Business) and the Transferred Companies since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (5) years in connection with a Government Contract or a Government Bid that resulted in a material adverse finding relating to the Business’s Government Contracts, bids or proposals.

Government Contracts. With respect to each Contract included in the Assets which is directly or indirectly for any department or agency of the United States government or any state government (a "Government Contract"): (a) During the past five (5) years, no payment has been made by Seller or by any Person authorized to act on Seller's behalf, to any Person in connection with any such Government Contracts, in violation of applicable procurement laws or regulations or in violation of (or requiring disclosure pursuant to) the Foreign Corrupt Practices Act. (b) Schedule 4.28 sets forth all outstanding or pending change orders which could reasonably be deemed to involve an amount in excess of $10,000 and all claims, requests for equitable adjustments, outstanding or pending subcontractor, supplier or vendor claims, and all teaming agreements, joint venture arrangements and agency agreements, with respect to such Government Contracts. (c) Seller's accounts receivable, unbilled costs and accrued profits (less customer progress payments), notes receivable, contracts in progress, accounts payable and notes payable (collectively, the "Receivables and Unbilled Costs") as of the Closing shall be recorded on its books and records in the ordinary course of business in accordance with GAAP applied on a consistent basis with prior years. (d) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and Contract, except as disclosed set forth in the Registration StatementSchedule 4.28, the Pricing Disclosure Package and the Prospectus: (iA) the Company and each of its Subsidiaries Seller has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Government BidContract, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly, certificationsby reference or by operation of law therein, representations(B) Seller has complied with all requirements of applicable laws pertaining to such Government Contract, requirements(C) all representations and certifications executed, schedules, attachments, regulations acknowledged or set forth in such Government Contract were complete and applicable laws, including without limitation the Truth correct in Negotiations Act, the Federal Acquisition Regulation ("FAR")all material respects as of their effective date, and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries Seller has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining tosuch representations and certifications, and as applicable, such Government Contract or Government Bid; and (iiiD) neither the U.S. Government or Canadian United States Government, any state government nor any prime contractor, subcontractor or other person Person has notified the Company or any of its subsidiaries, Seller in writing, that the Company or any of its Subsidiaries Seller has breached or violated any statuteapplicable law, rule, regulation, or any material certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) requirement pertaining to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates . (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (Ae) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractorNeither Seller nor Shareholder is currently, or has been in the past five (C5) years, debarred or suspended from doing business with any subcontractor Federal or state government agency, nor has any such suspension or debarment action been commenced. No show cause notices, notices of termination for default or cure notices have been issued against Seller or Shareholder in the past five (5) years, except, as to any such cure notices, those with respect to which cure has been made in the ordinary course of business. (f) Neither Seller nor Shareholder is currently, or has been in the past five (5) years, under administrative, civil or criminal indictment or, to Seller's or Shareholder's Best Knowledge, investigation, with respect to any contract described alleged irregularity, misstatement or omission arising under or in clause any way relating to any of such Government Contracts. (Ag) or clause (BSchedule 4.7(A) abovelists all security clearances held by Seller. Seller has previously provided to Purchaser an accurate and complete list of the security clearances held by the Business Employees, on which constitute all security clearances necessary for the other handoperation of the Business. A task, purchase or delivery order under Seller has never been denied a security clearance necessary to perform any such Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesunless such clearance has later been granted.

Government Contracts. With (i) Except as set forth in Section 2.3(n) of the Company Disclosure Schedule, with respect to each contract, agreement, bid or proposal between Company, its Subsidiary and any (A) Governmental Entity, including any facilities contract for the use of government-owned facilities or (B) third party relating to a contract between such third party and any Governmental Entity (each a “Government Contract Contract”), (as defined below1) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has Subsidiary have complied in all material respects with all material requirements of statuteall applicable laws, rule, regulation, order or agreements with the U.S. pertaining to such Government Contract; (2) all representations and certifications executed, acknowledged or set forth in or pertaining to, and as applicable, to such Government Contract or Government Bidwere complete and correct as of their effective dates and Company has complied with all such representations and certifications; and (iii3) neither the U.S. Government or Canadian Government, United States government nor any prime contractor, subcontractor or other person Person has notified the Company or any of its subsidiariesCompany, in writingwriting or orally, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulationLaw, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) requirement pertaining to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; (4) neither Company nor its Subsidiary has received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to such Government Contract; (5) other than in the purposes ordinary course of this Agreementbusiness, "Government Bid" means any offer made no cost incurred by the Company or its Subsidiary pertaining to such Government Contract has been questioned or challenged, is the subject of any audit or investigation or has been disallowed by any Governmental Entity; and (6) no payments due to Company or its Subsidiary pertaining to such Government Contract have been withheld or set off, nor has any claim been made to withhold or set off money, and Company is entitled to all progress or other payments received with respect thereto, except, in the case of (1) through (6) above, as would not be material to Company, taken as a whole. (ii) Company or to Company’s Knowledge, any of its affiliates directors, officers, employees or authorized agents is not, or since January 1, 2004 has not been under (including A) any civil or criminal investigation or indictment by any Governmental Entity or under investigation by Company or its subsidiaries), which, if accepted, would result Subsidiary or (B) administrative investigation or audit by any Governmental Entity in a either case with respect to any alleged improper act or omission arising under or relating to any Government Contract; ". (iii) There exist (A) no outstanding material claims against Company or its Subsidiary, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract" means , and (B) no material disputes between Company and the United States government under the Contract Disputes Act, as amended, or any contractother federal statute, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries Subsidiary, on the one hand, and any prime contractor, subcontractor or vendor on the other, arising under or relating to any Government Contract. Company does not have any interest in any material pending claim against any prime contractor, subcontractor, vendor or other Person arising under or relating to any Government Contract. (Aiv) Since January 1, 2004, neither Company nor its Subsidiary has been debarred or suspended from participation in the award of Contracts with the United States Government government or Canadian Governmentany other Governmental Entity. To Company’s Knowledge, (B) there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of non-responsibility or ineligibility on the part of Company or any prime contractor to the United States Government of its directors, officers or Canadian Government in its capacity as a prime contractoremployees. Company has no Knowledge of any claim, potential claim or (C) any subcontractor potential liability for defective pricing, false statements or false claims with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a of their Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesContracts.

Government Contracts. With (a) No Acquired Company nor any of its directors, officers, or employees is or within the last five years has been formally debarred or formally suspended from participation in the award of Contracts with any Governmental Authority or has been declared ineligible for contracting with any Governmental Authority. (b) Since December 31, 2008, except as otherwise disclosed on Schedule 4.26(b), with respect to each Government Contract prime contract (as defined below) to which the including any change orders, purchase orders or task orders issued thereunder or otherwise related thereto), subcontract or bid between an Acquired Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 Bida Governmental Authority, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) any prime contractor to a Governmental Authority (a “Government Prime Contractor”) or (iii) any subcontractor with respect to any Contract described in subclauses (i) or (ii) (a “Government Subcontractor”; such Contracts, being the “Government Contracts”), (A) to the Knowledge of Company, each Acquired Company and each of its Subsidiaries has complied in all material respects with the terms and conditions of the Government Contracts, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein, (B) to the Knowledge of Company, each Acquired Company has complied in all material respects with the requirements of statute, rule, regulation, order or agreements with the U.S. Government applicable Laws pertaining to, and as applicable, to such Government Contract Contracts, (C) neither any Governmental Authority nor any Government Prime Contractor or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person Subcontractor has notified the Seller or an Acquired Company or any of its subsidiaries, in writing, writing that the an Acquired Company or any of its Subsidiaries has breached or violated any statuteapplicable Law, rule, regulation, or any material certification, representation, clause, provision or requirementrequirement pertaining to such Government Contracts, except as would not, individually or in the aggregate, have a Material Adverse Change; and (ivD) no termination for convenience, termination for default, cure notice or show cause notice has been given (and is currently in effect as of the date of this Agreement) pertaining to any Government Contract or claim or request for equitable adjustment by the knowledge Acquired Company against a Governmental Authority. (c) To the Knowledge of the Company, except as disclosed on Schedule 4.26(c), no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Acquired Company or nor any of its affiliates directors, officers or managers (including its subsidiaries)i) is (or during the last three years has been) under administrative, which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement civil or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractorcriminal investigation, or (C) indictment or audit by any subcontractor Governmental Authority with respect to any contract described material irregularity, material misstatement or material omission arising under or relating any Governmental Contract (other than routine audits, in clause (Awhich no such material irregularities, material misstatements or material omissions were identified) or clause (Bii) aboveduring the last three years has conducted or initiated any material internal investigation or made a voluntary disclosure to any Governmental Authority, on the other hand. A taskwith respect to any material irregularity, purchase misstatement or delivery order omission arising under a Government Contract shall not constitute a separate or relating to any Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

Government Contracts. With respect to each (a) Schedule 2.27(a) sets forth a true and complete list of (i) all Government Contract (as defined below) to which Contracts held by the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to (ii) each Government Bid made by the Company. (b) Except as defined below) and except as disclosed in the Registration Statementset forth on Schedule 2.27(b), the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of respect to each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation : ("FAR")i) such Government Contract is, and the Cost Accounting Standardssuch Government Bid when accepted will be, in full force and effect and constitutes or will constitute, as applicable, a legal, valid and binding agreement, enforceable in accordance with its terms against the Company; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements the terms and conditions of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government BidBid and the requirements of all applicable Laws (including the Federal Acquisition Regulation (“FAR”), agency/department and/or military department supplements, and, where applicable, the Cost Accounting Standards disclosure statement requirement) and Court Orders; and (iii) neither the U.S. Government or Canadian Governmentno Governmental Entity, nor any prime contractor, subcontractor or other person Person has notified the Company or any of its subsidiaries, in writing, Affiliates or representatives that the Company or any of its Subsidiaries has breached or violated any statuteapplicable Law pertaining to such Government Contract or Government Bid; (iv) no written, ruleor, regulationto the Knowledge of the Company, certificationoral, representationtermination for convenience, clausetermination for default, provision cure notice or requirement, except as would not, individually show cause notice pertaining to such Government Contract or Government Bid is in the aggregate, have a Material Adverse Changeeffect or has been threatened; and (v) no cost incurred or invoice rendered by the Company pertaining to such Government Contract or Government Bid has been disallowed (and the Company has no reason to believe that any such cost or invoice would be disallowed). (c) Except as set forth on Schedule 2.27(c), since January 31, 2013: (i) to the Knowledge of the Company, neither the Company nor any of its personnel has been the subject of any debarment or suspension proceeding (or equivalent #34018857 v13 proceeding) and none of the Company’s personnel has been debarred or suspended from doing business with any Governmental Entity; (ii) there have not been any, and there exist no, (A) outstanding Claims against the Company arising under or relating to any Government Contract or Government Bid; (B) criminal allegations against the Company under the False Statements Act (18 U.S.C. § 1001) or the False Claims Act (18 U.S.C. § 287) or comparable state laws; (C) requests by a Governmental Entity for a contract price adjustment based on a claimed disallowance by an applicable Governmental Entity or claim of defective certified cost or pricing data; or (D) disputes between the Company and any Governmental Entity under the Contract Disputes Act (41 U.S.C. § 7101), or any other Law, or between the Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid; (iii) no payments due to the Company pertaining to the Government Contract have been withheld or set off, nor has any Claim been made to withhold or set off money, and the Company is entitled to all progress or other payments received with respect thereto; (iv) to the knowledge Knowledge of the Company, there are not currently any facts or circumstances, and no reasonable basis exists events, acts or omissions have previously occurred, that could reasonably be expected to give rise to a material claim any Claim by a any Governmental Entity against the Company or against any Governmental Entity by the Company; (v) neither the Company nor, to the Knowledge of the Company, any of its personnel has been under administrative, civil or criminal investigation or indictment by any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid, and the Company has not conducted or initiated any internal investigation or made a disclosure to any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid; (vi) neither the Company nor any of its personnel (A) has made any disclosure to any Governmental Entity pursuant to any voluntary disclosure agreement or the FAR mandatory disclosure provisions, (B) has evidence of a violation of Law involving the 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, or a significant overpayment in connection with the award, performance, or closeout of any Government Contract, or (C) has conducted an internal investigation with respect to any such matter; (vii) neither the Company nor any of its personnel has factual knowledge that would provide a reasonable basis for or otherwise give rise to a Claim for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for under the purposes of this Agreement, "Government Bid" means any offer made by civil or criminal False Claims Acts against the Company or any of its affiliates subcontractors in connection with any Government Contract or Government Bid; #34018857 v13 (including its subsidiaries)viii) the business and cost accounting systems of the Company are in compliance in all material respects with applicable Laws and have not been determined in writing by any Governmental Entity not to be in compliance with any applicable Laws; and (ix) the Company has not received any adverse audit findings or performance reviews from the Defense Contract Audit Agency, which, if accepted, would the Defense Contract Management Agency or any other Governmental Entity that remain unresolved and that are expected to result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between Liability beyond what has been reserved on the Company’s books and records. (x) the Company or any has complied in all material respects with the terms and conditions of its subsidiaries on Federal Supply Schedule Contract, including: (i) the one handprovision of current, accurate and complete data in the commercial sales practices chart incorporated into the Company’s November 12, 2014 offer; (ii) the price reductions clause; and (Aiii) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesindustrial funding fee clause.

Government Contracts. With (a) Schedule 4.26(a) sets forth a true and correct list of as of the date hereof of (i) each Government Contract for which the period of performance has not expired or terminated or final payment has not been received as of the date of this Agreement (each, an “Active Government Contract”); and (ii) each Government Bid that has not expired and for which award has not been issued (each, a “Active Government Bid”). All Active Government Contracts were legally awarded and are binding on the parties thereto. The Company has made available to Holicity true and complete copies of all Active Government Contracts and Active Government Bids listed on Schedule 4.26(a). It is understood and agreed that Active Government Contracts or Active Government Bids the disclosure of/or reference to which is prohibited by the National Industrial Security Program (“NISP”) or the comparable regulations of other Governmental Authorities are not required to be listed in Schedule 4.26(a). (b) Except as set forth on Schedule 4.26(b), since December 31, 2017, with respect to each Government Contract and Government Bid, (i) the Company has complied in all material respects with all applicable Laws and contractual requirements, (ii) the Company is not in material violation or breach of any applicable Laws or contractual requirements governing any Government Contract or Government Bid, (iii) the representations, certifications, and warranties made by the Company in connection with the Government Contracts and Government Bids were accurate in all material respects as of their effective date, and the Company has complied in all material respects with all such representations, certifications, and warranties, and (iv) 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. (c) Except as set forth on Schedule 4.26(c), since December 31, 2017, with respect to any Government Contract or Government Bid, as of the date of this Agreement, (i) the Company has not 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 Company’s officers, directors, employees, or agents of the Company in connection with any Government Contract or Government Bid; (iii) no Government Contract has been terminated for default or convenience, (iv) the Company has not 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) the Company has not 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. (d) Except as set forth on Schedule 4.26(d), since December 31, 2017, no Governmental Authority nor any prime contractor, subcontractor or vendor has asserted in writing any claim or initiated any dispute proceeding against the Company relating to any Government Contract or Government Bid, nor is the Company asserting in writing any claim or initiating any dispute proceeding directly or indirectly against any such party concerning any Government Contract or Government Bid. (e) Except as set forth on Section 4.26(e), since December 31, 2017, the Company and its principals (as defined belowby FAR 52.209-5 and other applicable Laws) to which have not been (i) debarred, suspended, proposed for debarment, or otherwise excluded from participation in the award or performance of Government Contracts by a Governmental Authority, or (ii) deemed non-responsible by a Governmental Authority for award or performance of one or more Government Contracts. To the knowledge of the Company, no circumstances exist that would reasonably warrant the institution of suspension or debarment proceedings against the Company or any of its Subsidiaries principals in connection with the performance of the duties for or on behalf of the Company. (f) Except as set forth on Schedule 4.26(f), since December 31, 2017, the Company has not received any written notice from a Governmental Authority regarding any alleged violation or potential violation by the Company or one of its subcontractors of the Civil False Claims Act, Procurement Integrity Act, Anti-Kickback Act, Truth in Negotiations Act, Service Contract Act, Buy American Act, or Trade Agreements Act that remains unresolved. (g) Except as set forth on Schedule 4.26(g), all of the Company’s representations regarding its size or Small Business Administration program status for each of the Government Contracts awarded since December 31, 2017 and all Government Bids submitted during the same period were accurate and complete and made in accordance with applicable Law. Except as set forth on Schedule 4.26(g), to the knowledge of the Company, (i) there are no Government Contracts or Active Government Bids to which the Company is currently a party or has received final payment within three years prior to is bound and that were awarded (or are being sought) on the date hereof basis of the Company’s (or any joint venture or contractor teaming arrangement of which the Company is a member) certification or representation as having Section 8(a) status, small business status, small disadvantaged business status, historically underutilized business zone small business status, veteran-owned small business status, service-disabled veteran-owned small business status, mentor-protégé status or other preferential status; and to each (ii) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not require a notice under any Government Bid (as defined below) and except as disclosed Contract, result in a violation, breach or default, nor result in the Registration Statementautomatic termination of any Government Contract or the ineligibility of the Company to be awarded a Government Contract based on an Active Government Bid, by virtue of the Pricing Disclosure Package and change in the Prospectus: Company’s size or Small Business Administration program status. (h) Except as set forth in Schedule 4.26(h), since December 31, 2017, (i) the Company has not conducted any internal investigation pursuant to the mandatory disclosure rules found in FAR Subpart 3.10; (ii) the Company has not made any mandatory disclosure or voluntary disclosure of any impropriety to any Governmental Authority pursuant to FAR Subpart 3.10 that remains unresolved; and each of its Subsidiaries (iii) the Company has complied in all material respects with the requirements set forth in FAR Subpart 3.10, as applicable. (i) Except as set forth in Schedule 4.26(i), the Company has not (i) provided any affirmative responses to the representations in Defense Federal Acquisition Regulation Supplement (DFARS) 252.225-7049 Prohibition on Acquisition of Certain Foreign Commercial Satellite Services—Representations; and (ii) has not provided launch services covered by the limitations in section (b)(2)(ii) of DFARS 252.225-7051 Prohibition on Acquisition of Certain Foreign Commercial Satellite Services. (j) Except as set forth in Schedule 4.26(j), since December 31, 2017, to the knowledge of the Company, (i) the Company has complied with and is in compliance in all material respects with all material terms applicable requirements regarding the safeguarding of information related to Government Contracts including FAR clause 52.204-21, DFARS clause 252.204-7008 and conditions of each Government Contract DFARS clause 252.204-7012; and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company has not experienced any cyber incident that would require reporting to the U.S. Department of Defense under DFARS clause 252.204-7012. (k) Schedule 4.26(k) sets forth a true and complete list of all facility security clearances of the Company. The Company and its respective officers, managers, directors and employees hold all the security clearances necessary and sufficient for the operation of the business of the Company as currently conducted. Since December 31, 2017, (i) the Company and each current employee of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining toCompany who holds such security clearances are, and as applicablehave been in material compliance with, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Governmentall applicable security obligations, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or including those specified in the aggregateNational Industrial Security Program Operating Manual, have a Material Adverse Change; and (ivii) to the knowledge of the Company, no reasonable basis exists facts exist which are reasonably expected to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state revocation, invalidation or federal laws suspension of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made facility security clearance held by the Company or any of its affiliates (including its subsidiariesiii), which, if accepted, would result in the Company has not received a Government Contract; "Government Contract" means rating less than “Satisfactory” from any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement Defense Counterintelligence and Security Agency or other similar arrangement of any kind, between the Company Cognizant Security Agency inspection or any of its subsidiaries on the one hand, audit and (A) the United States Government or Canadian Governmentiv), (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes there has been no unauthorized disclosure of this definition, but shall be part classified information by employees of the Government Contract to which it relatesCompany.

Government Contracts. In connection with the business of the Company and its Subsidiaries: With respect to each Government Contract (as defined below) and Government Subcontract to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and since July 1, 2003, except as disclosed set forth in Section 3.14(a) of the Registration Statement, the Pricing Company Disclosure Package and the ProspectusSchedule: (i) the Company and each of its Subsidiaries has complied and or such Subsidiary that is in compliance in all material respects with all material terms and conditions of each a party to such Government Contract and or Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries Subcontract has complied in all material respects with all material requirements the terms and conditions of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government BidSubcontract, including all applicable requirements of Law, whether incorporated expressly, by reference or by operation of law, including, where applicable, the Truth in Negotiations Act and the Company's Cost Accounting Standards disclosure statement, if any; (ii) all representations and certifications were current, accurate and complete in all material respects when made, and the Company or such Subsidiary has complied with all such representations and certifications; (iii) no allegation has been made in writing that the Company or its Subsidiary that is a party to such Government Contract is in breach or violation of any statutory, regulatory or contractual requirement; (iv) no termination for convenience, termination for default, cure notice or show cause notice has been received by the Company; and (iiiv) neither no cost incurred by the Company or one of its Subsidiaries or, to the Knowledge of the Company, one of their respective subcontractors has been questioned or disallowed, directly or indirectly, by a Governmental Authority, other than in connection with commercial disputes in the ordinary course of business. Neither the Company, any of its Subsidiaries nor any of their respective customers with whom the Company or any of its Subsidiaries presently conducts, or expects to conduct, business, or current or, to the Company's Knowledge, former employees, representatives or distributors, is (or for the last three years has been) (i) under administrative, civil or criminal investigation, indictment or information, audit or internal investigation with respect to any alleged irregularity, misstatement or omission regarding a Government Contract, or (ii) suspended or debarred from doing business with the U.S. Government or Canadian any state or local government or declared nonresponsible or ineligible for government contracting, except, with respect to current or former customers, for such investigations, indictments, suspensions or debarments as would not, to the Company's Knowledge, reasonably be expected to adversely affect the Company's or any of its Subsidiary's ability to operate in any line of business it is currently conducting or expects to conduct with respect to a Government Contract or Government Subcontract. Neither the Company nor any of its Subsidiaries has made a voluntary disclosure to any U.S. Government, state or local government entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract. The Company does not have Knowledge of any circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company or its Subsidiaries or any of their respective customers with whom the Company or any of its Subsidiaries presently conducts, or expects to conduct, business, or directors, officers, employees, representatives or distributors. Except as contained in Section 3.14 of the Company Disclosure Schedule, neither the U.S. Government, any state or local government nor any prime contractor, subcontractor or other person vendor has notified the Company asserted any claim or initiated any of its subsidiaries, in writing, that dispute proceeding against the Company or any of its Subsidiaries or one of their current employees, nor has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any one of its affiliates (including its subsidiaries)Subsidiaries asserted any claim or initiated any dispute proceeding, whichdirectly or indirectly, if acceptedagainst any such party, would result in a concerning any Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement . The Company has no Knowledge of any kind, between the Company facts upon which such a claim or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall dispute proceeding may be part of the Government Contract to which it relatesbased.

Government Contracts. With (a) Except as set forth on Schedule 6.16(a) of the KHC Disclosure Schedules, with respect to each KEYW Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: Contract: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries KEYW has complied in all material respects with all material requirements representations, warranties, terms and conditions of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such each KEYW Government Contract or Government Bid; and all Laws pertaining thereto; (iiiii) neither KEYW has not received any written notice from a Governmental Authority of the U.S. Government or Canadian Government, United States of America nor any prime contractor, subcontractor or other person Person that KEYW has notified the Company breached, defaulted under, or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or materially violated any statute, rule, regulationLaw, certification, representation, clause, provision or requirementrequirement pertaining to such KEYW Government Contract and to the Knowledge of KHC, except as there are no facts or circumstances upon which such a claim would notreasonably be expected to be based; (iii) no termination for convenience, individually termination for default, cure notice or show cause notice is currently in the aggregate, have a Material Adverse Change; and effect pertaining to any KEYW Government Contract; (iv) there are no outstanding, pending or unresolved notices of cost disallowance pertaining to any KEYW Government Contract; (v) to the knowledge Knowledge of the CompanyKHC, no reasonable basis exists neither KEYW nor any officer or employee of KEYW or KHC is under civil, administrative or criminal investigation or indictment or has information with respect to give rise any alleged materially irregularity, misstatement or omission arising under or relating to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such KEYW Government Contract; for and (vi) to the purposes Knowledge of KHC, there are no facts or circumstances that could reasonably be expected to result in the events described in clauses (a)(i) through and including (a)(v) above. (b) Except as set forth on Schedule 6.16(b) of the KHC Disclosure Schedules, there are (i) no outstanding claims against KEYW, either by any Governmental Authority or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any KEYW Government Contract and (ii) no disputes between KEYW and the U.S. Government under the Contract Disputes Act or any other federal statute or between KEYW and any prime contractor, subcontractor or vendor arising under or relating to any KEYW Government Contract. (c) During the three-year period prior to the date of this Agreement, "KEYW has not been debarred or suspended from participation in the award of contracts with the U.S. Government Bid" means any offer made by the Company or any of its affiliates other Governmental Authority (including its subsidiariesexcluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements), which, if accepted, would result in a Government Contract; "Government Contract" means . No valid basis exists for KEYW’s suspension or debarment from bidding on contracts or subcontracts for any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesGovernmental Authority.

Government Contracts. (a) With respect to each Government Contract (as defined below) to which between the Company and any Governmental Body and each outstanding bid, quotation or proposal by the Company (each, a "Bid") that if accepted or awarded could lead to a Contract between the Company and any of its Subsidiaries is currently Governmental Body (each such Contract or Bid, a party or has received final payment within three years prior to the date hereof and to each "Company Government Bid (as defined belowContract") and except as disclosed in each Contract between the Registration StatementCompany and any prime contractor or upper-tier subcontractor relating to a Contract or between such Person and any Governmental Body, and each outstanding Bid that if accepted or awarded could lead to a Contract between the Pricing Disclosure Package Company and the Prospectus: a prime contractor or upper-tier subcontractor, relating to a Contract between such Person and any Governmental Body (each such Contract or Bid, a "Company Government Subcontract"): (i) each such Company Government Contract or Company Government Subcontract was legally awarded, is binding on the Company and is in full force and effect with respect to the Company in accordance with its terms and, to the Knowledge of the Company, each of its Subsidiaries has complied such Company Government Contract or Company Government Subcontract was legally awarded, is binding on the other party thereto and is in compliance full force and effect with respect to the other party thereto in all material respects accordance with all material its terms and conditions (except as the enforceability thereof may be limited by general principles of each equity, regardless of whether considered in a proceeding in equity or at Law); provided that for purposes of this clause (i), the terms Company Government Contract and Company Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; Subcontract shall not include any Bids; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, any Governmental Authority nor any prime contractor, subcontractor or other person Person or entity has notified the Company or any of its subsidiariesCompany, in writing, that the Company has, or any of its Subsidiaries has may have, breached or violated in any statute, rule, regulationmaterial respect any Law, certification, representation, clause, provision or requirement, except as would not, individually requirement pertaining to any such Company Government Contract or in the aggregate, have a Material Adverse Change; and Company Government Subcontract; (iviii) to the knowledge Knowledge of the Company, no reasonable basis exists to give rise to a material claim all facts set forth in or acknowledged by a Governmental Entity for fraud (as such concept is defined under the state any representations, claims or federal laws certifications submitted by or on behalf of the United States) Company or either of the Company Subsidiaries in connection with any such Company Government Contract; for Contract or Company Government Subcontract were current, accurate and complete in all material respects as of their effective date; (iv) the purposes Company has not received any written notice of this Agreement, "termination or cure notice pertaining to any such Company Government Bid" means any offer made Contract or Company Government Subcontract; (v) no cost in excess of $10,000 incurred by the Company pertaining to such Company Government Contract or Company Government Subcontract has been questioned in writing by any Governmental Authority, is the subject of its affiliates any audit (including its subsidiaries)other than routine audits and similar inquiries) or, whichto the Knowledge of the Company, if acceptedhas been disallowed by any Governmental Body; (vi) since January 1, would result 2006, no payment in a excess of $10,000 due to the Company pertaining to any such Company Government Contract; "Contract or Company Government Contract" means any contractSubcontract has been withheld or set off, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement and the Company is entitled to all progress or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and payments received to date with respect thereto; and (Aviii) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractorKnowledge of the Company, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Company Government Contract shall not constitute a separate or Company Government ContractSubcontract, for purposes of this definitionno Principal, but shall be part Employee, Agent, or Subcontractor (as such terms are defined by Federal Acquisition Regulation (FAR) 52.203-13(a)) of the Government Contract Company or either Company Subsidiary has committed a violation of the criminal law of any jurisdiction involving fraud, conflict of interest, bribery, or gratuity violation. (b) The Company is not, nor has it ever been, suspended or debarred from doing business with a Governmental Body or, to which it relatesthe Knowledge of the Company, proposed for suspension or debarment by a Governmental Body and, to the Knowledge of the Company, the Company has not received any written notice indicating that the Company has been found nonresponsible or ineligible for contracting with a Governmental Body.

Government Contracts. With Except as set forth on Section 3.21 of the Company Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect with respect to the Company, with respect to each Government Contract (as defined below) to which Contract, bid or proposal between the Company or any of its Subsidiaries is currently subsidiaries and any (a) Governmental Entity, including any facilities contract for the use of government-owned facilities or (b) third party relating to a Contract between such third party or has received final payment within three years prior and any Governmental Entity (each a "Government Contract"), to the date hereof and to each Government Bid (as defined below) and except as disclosed in knowledge of the Registration StatementCompany, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries subsidiaries has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Government BidContract, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly by reference, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicableor by operation of Law therein; (ii) the Company and each of its Subsidiaries subsidiaries has complied in all material respects with all material requirements of statuteall applicable Laws, rule, regulation, order or agreements with the U.S. pertaining to such Government Contract; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to, and as applicable, to such Government Contract or Government Bidwere complete and correct as of their effective dates and the Company and each of its subsidiaries has complied with all such representations and certifications; and (iiiiv) neither the U.S. Government or Canadian Government, government nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has materially breached or materially violated any statute, rule, regulationLaws, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) requirement pertaining to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; (v) neither the Company nor any of its subsidiaries has received any written notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to such Government Contract; (vi) other than in the purposes ordinary course of this Agreementbusiness, "Government Bid" means any offer made no cost incurred by the Company or any of its affiliates (including its subsidiaries)subsidiaries pertaining to such Government Contract has been questioned or challenged, whichis, if acceptedto the Company's knowledge, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement the subject of any kind, between audit or investigation or has been disallowed by any Governmental Entity; and (vii) no payments due to the Company or any of its subsidiaries on the one handpertaining to such Government Contract have been withheld or set off, nor has any written claim been made to withhold or set off money, and (A) the United States Government Company and each of its subsidiaries is entitled to all progress or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor other payments received with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesthereto.

Government Contracts. With (a) Schedule 3.33 lists each Government Contract, which is currently active in performance or has otherwise not been closed, identified by contract name, customer, customer’s contract or order number and date of award. The Company has made available to Purchaser true and correct copies of each Government Contract listed on Schedule 3.33, together with all amendments, modifications or supplements thereto. (b) Schedule 3.33 lists each Government Bid, for which (i) no notice of award decision has been received by the Company Group, (ii) the Company Group has not been excluded from the competitive range or (iii) the Company Group has not otherwise received notice that such Government Bid was unsuccessful as of the date of this Agreement, identified by the Person to whom such Government Bid was made, the date submitted, the subject matter of such Government Bid and the anticipated award date. The Company has made available to Purchaser true and correct copies of each Government Bid listed on Schedule 3.33, together with all amendments, modifications or supplements thereto. (c) Between the Relevant Date and the date of this Agreement, with respect to each Government Contract (as defined below) to which any member of the Company or any of its Subsidiaries Group is currently or, during such period, has been a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectusparty: (i) the Company and each of its Subsidiaries Group has complied and is in compliance in all material respects with all material terms and conditions of each such Government Contract and Contract; (ii) the Company Group complied in all material respects with all requirements of applicable Law pertaining to such Government BidContract, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), FAR and the Cost Accounting Standards, as applicable; (iiiii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were current, accurate and complete as of their effective date, and the Company and each of its Subsidiaries has Group complied in all material respects with all material requirements such representations and certifications; and (iv) no termination for default or cure notice or show cause notice under the FAR has been issued in writing and remains unresolved (and is currently in effect as of statutethe date of this Agreement) pertaining to any Government Contract by any Governmental Authority or prime contractor or subcontractor to a Governmental Authority. (d) With respect to any Government Contract, rule, regulation, order the Company Group has not taken any action or agreements with the U.S. Government pertaining toreceived any written notice from a Governmental Authority, and is not a party to any litigation which would reasonably be expected to give rise to (i) liability under the False Claims Act, (ii) claims for price adjustments under the Truth in Negotiations Act or (iii) other written requests for reductions in the prices of the Government Contracts, including claims based on actual or alleged defective pricing. There has not been any material audit, inspection, survey or examination of records by a Governmental Authority of the Company Group with respect to any material irregularity, material misstatement or material omission arising under or relating to any of its Government Contracts or Government Bids, or any of its employees or representatives with respect to such Government Contracts or Government Bids, nor has the Company Group received written notice or, to the Company’s Knowledge an oral notice, of any such audit, inspection, survey, examination of records or investigation that is reasonably likely to result in any material liability for the Company Group. (e) With respect to any Government Contract under which final payment was received by the Company Group since the Relevant Date, the Company Group does not have credible evidence that a Principal, Employee, Agent or Subcontractor (as applicablesuch terms are defined by FAR 52.203-13(a)) of the Company Group 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 and the Company Group has not conducted between the Relevant Date and the date hereof a formal internal investigation to determine whether credible evidence exists that a Principal, Employee, Agent or Subcontractor of the Company Group has committed any such violations. The Company Group has not been, since the Relevant Date, nor is, as of the date hereof, a party to any material administrative or civil litigation involving alleged material false statements, false claims or other violations of applicable Law with respect to any Government Contract. (f) Since the Relevant Date, neither the Company Group nor any of its officers, directors or employees has been or is under indictment or civil, administrative or criminal investigation involving a Government Contract or Government Bid; and (iii) neither the U.S. Government , including any allegations of defective performance or Canadian Governmentwork product, nor any prime contractormischarging, subcontractor factual misstatement, failure to act or other person has notified material omission or alleged irregularity. Since the Relevant Date, the Company Group has not entered into any consent order or administrative agreement relating directly or indirectly to any Government Contract or Government Bid. (g) Neither the Company Group nor any of its subsidiariesdirectors or officers is, in writingor has been since the Relevant Date, that the Company formally suspended or any of its Subsidiaries has breached debarred or violated any statute, rule, regulation, certification, representation, clause, provision formally proposed for suspension or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim debarment by a Governmental Entity for fraud (as such concept is defined under Authority from participation in the state or federal laws award of the United States) in connection contracts with any such Government Contract; Governmental Authority or has been declared ineligible for the purposes of this Agreement, "Government Bid" means contracting with any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesGovernmental Authority.

Government Contracts. With respect to each (a) Each Government Contract (as defined below) to which the a Company or any of its Subsidiaries is currently a party or has received final payment within three years prior was legally awarded, and, to the date hereof and to Sellers’ Knowledge, each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material the terms and conditions of each Government Contract and Government BidBid as required, including all incorporated clauses, provisionsprovisions and requirements incorporated expressly by reference or by operation of Law therein and, certificationsexcept in the ordinary course of business, except as set forth on Section 4.23(a) of the Disclosure Schedules no Company has received an alleged overpayment from the government that has not been refunded. (b) Since January 1, 2015, (i) all representations, requirements, schedules, attachments, regulations certifications and applicable laws, including without limitation disclosures made by the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects Companies with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such respect to any Government Contract or Government Bid; Bid were current, accurate and complete at the time of submission and the Companies have complied with all requirements to notify the United States Government of changes in representations and certifications and to update disclosures to the United States Government and (iiiii) except as set forth on Section 4.23(b) of the Disclosure Schedules, neither the U.S. United States Government or Canadian Government, nor any prime contractor, subcontractor or other person Person has notified the Company or any of its subsidiariesCompanies, in writingwriting or, to Sellers’ Knowledge, orally, that the a Company has, or any of its Subsidiaries has is alleged to have, breached or violated any statuteLaw, rule, regulationrepresentation, certification, representationdisclosure, clause, provision or requirementrequirement pertaining to any Government Contract or Government Bid. (c) The Companies are not subject to any notice of termination for convenience, except as would notnotice of termination for default, individually stop work order, cure notice or show cause notice (or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge case of the Company, no reasonable basis exists to give rise to a material claim contracts governed by a Governmental Entity for fraud (as such concept is defined under Laws other than the state or federal laws Laws of the United States) , the functional equivalents thereof, if any), in connection each case in writing, pertaining to any Government Contract, and no Governmental Authority has threatened in writing to issue any such notice. Since January 1, 2015, no Company has received any written notice from any Governmental Authority pertaining to any Government Contract indicating that it intends to cancel, terminate or otherwise adversely modify its relationship with the Companies, including through non-exercise of any contract option, other than in a manner that would not materially adversely impact such Government Contract; for . (d) To Sellers’ Knowledge, no Government Contract is subject to any bid protest. (e) Since January 1, 2015, except as set forth on Section 4.23(e) of the purposes of this AgreementDisclosure Schedules, "Government Bid" means any offer made by the neither Company or nor any of its affiliates (including its subsidiaries)their respective managers, whichofficers, if accepteddirectors or employees, nor to Sellers’ Knowledge, any consultants or agents of the Companies, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Authority of which the Companies have received written notice with respect to the award or performance of any Government Contract, the subject of any actual or, to Sellers’ Knowledge, threatened “whistleblower” or “qui tam” lawsuit, or, to Sellers’ Knowledge, any audit or investigation of the Companies of which the Companies have received written notice with respect to any alleged irregularity, misstatement, non-compliance or omission arising under or relating to any Government Contract or Government Bid that is material or would result in a price adjustment or other financial Liability or in modification, termination or non-exercise of any option of any Government Contract; "Government Contract" means . (f) Since January 1, 2015, neither Company nor any contractmanager, including director or officer of the Companies has been debarred, suspended, proposed for debarment or suspension, or received a show cause notice related to contemplated suspension or debarment, from participation in the award of Contracts or subcontracts for or with any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one handGovernmental Authority, and to Sellers’ Knowledge, there exists no condition that reasonably would be expected to result in suspension or debarment. (Ag) the United States Government or Canadian Government, (B) No Company has made any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor unresolved voluntary disclosures with respect to any contract described in clause (A) award, performance or clause (B) above, on the other hand. A task, purchase or delivery order under closeout of a Government Contract shall not constitute a separate Government Contract, for purposes has made no mandatory disclosure under FAR 52.203-13 and as described in FAR 9.406-2, and is aware of this definitionno grounds requiring such Company to make such a mandatory disclosure. (h) No Company has made any representation of size or status other than small business, but shall be part of veteran-owned small business and service-disabled veteran-owned small business. Since January 1, 2015, all such representations have been in accordance with applicable Law. Except with respect to the Government Contract Med-Surg Business, no Company has received any awards or any evaluation preferences due to which it relatesits purported small business, veteran-owned small business or service-disabled veteran-owned small business status.

Government Contracts. (a) Neither an Acquired Company nor any current or former employees, directors, officers, agents, or other “Principals” (as defined in FAR 52.209-5) of an Acquired Company, during or in connection with their service relationship with any Acquired Company, have been the subject of a debarment, suspension, or exclusion from participation in programs funded by any Governmental Authority or in the award of any Government Contract, nor are any of them listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs (“Listing”), nor, to the Knowledge of Seller, has any such debarment, suspension or exclusion proceeding or proposed Listing been initiated. (b) Neither an Acquired Company nor any current or former Affiliates, employees, agents or “Principals” (as defined in FAR 52.209-5) of an Acquired Company, during or in connection with their service relationship with any Acquired Company, has received a request for information, show cause, or similar notice or request from any Governmental Authority concerning any issues relating to an Acquired Company’s present responsibility. No Acquired Company has been determined by a Governmental Authority to be non-responsible or ineligible for award of a Government Contract. (c) Neither an Acquired Company nor any of its current or former Principals (as defined at FAR 52.209-5) have been convicted of or had a civil judgment rendered against them for: (i) commission of fraud or a criminal offense in connection with the obtaining, attempting to obtain, or performing a Government Contract; (ii) violation of federal or state antitrust statutes relating to submission of offers; or (iii) commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating federal criminal Tax laws, or receiving stolen property; or been notified of any delinquent federal Taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied. Neither an Acquired Company nor any of its “Principals” (as defined in FAR 52.209-5) are presently indicted for, or otherwise criminally or civilly charged by a Governmental Authority with the commission of any of the foregoing offenses. (d) Each Acquired Company has developed and implemented a compliance program, including but not limited to a Contractor Code of Business Ethics and Conduct, as required by the FAR and DFARS. Section 3.28(d) of the Disclosure Schedules sets forth complete and correct copies of all policies, procedures, compliance manuals, and training material of each Acquired Company relating to Government Contracts and Government Bids. (e) Section 3.28(e) of the Disclosure Schedules sets forth a true and correct list of each Government Contract of each Acquired Company (including any written notification of award) where the contract counterparty is a Governmental Authority and either (i) the applicable Acquired Company has not fully completed such Agreement, or (ii) with respect to which the applicable Acquired Company has not yet received full payment, and includes (A) the contract name and number, (B) the customer, (C) the award date, (D) the contract type (e.g., firm fixed price, cost reimbursable, time and material), and (E) whether the Government Contract is set aside for companies with Preferred Bidder Status (and, if so, the particular Preferred Bidder Status). Section 3.28(e) of the Disclosure Schedules sets forth a true and correct list of each Government Bid where the contract counterparty (if the bid is successful) would be a Governmental Authority and for which an award has not been made prior to the date of the Agreement. Section 3.28(e) of the Disclosure Schedules sets forth a true and complete list of all facility security clearances held by an Acquired Company. (f) With respect to each Government Contract (as defined below) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration StatementBid, the Pricing Disclosure Package and the Prospectus: (i) the each Acquired Company and each of its Subsidiaries has complied and is in compliance in all material respects with all material the terms and conditions of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations, requirements, schedules, attachments, regulations and applicable laws(ii) each Acquired Company has complied with the requirements of any Laws pertaining to any such Government Contract or Government Bid, including without limitation but not limited to, as applicable, the Truth in Negotiations Act of 1962, as amended, the Service Contract Act of 1963, as amended (the “Service Contract Labor Standards Statute”), the Jxxx X. XxXxxx National Defense Authorization Act for Fiscal Year 2019, the Office of Federal Procurement Policy Act, as amended, the Federal Acquisition Regulation ("FAR"), any agency supplements thereto, and the Cost Accounting Standards, as applicable; that term is used in Part 30 of the FAR, (iiiii) the all representations and certifications made each Acquired Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, respect to any such Government Contract or Government Bid; Bid were and (iii) neither the U.S. Government or Canadian Governmentremain current, nor any prime contractoraccurate and complete and each Acquired Company has complied with all such representations and certifications, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) no termination, default, cure notice, or show cause notice has been issued with respect to any Government Contract or Government Bid, (v) each Government Contract constitutes the knowledge valid and subsisting obligation of the CompanyAcquired Company party thereto (and for Government Contracts, the counterparties thereto), and (vi) no reasonable basis exists to give rise to a material claim by a Governmental Entity for overpayment, delay, damages, or fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Contract or Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) Bid under the United States Government civil or Canadian Governmentcriminal False Claims Acts, (B) any prime contractor to 31 U.S.C. Section 3729 et seq., as amended, the United States Government or Canadian Government in its capacity as a prime contractorProcurement Integrity Act, or any other applicable federal or state Laws. (Cg) Except as set forth in Section 3.28(g) of the Disclosure Schedules, no Acquired Company has made a disclosure required under FAR Clause 52.203-13 (or any subcontractor voluntary disclosure) to any Governmental Authority with respect to any contract described in clause (A) alleged unlawful conduct, misstatement, or clause (B) above, on the other hand. A task, purchase omission arising under or delivery order under a relating to any Government Contract shall or Government Bid, and no Acquired Company has become aware that, in matters relating to Government Contracts, an Acquired Company (or an Acquired Company’s prime contractors, prime grant recipients, higher-tier subcontractors, higher-tier subrecipients, higher tier suppliers, lower-tier subcontractors, lower tier subrecipients, lower tier suppliers, or other business partners) has received a substantial overpayment, violated any Laws in any material respect, or made any statement or representation or taken any other action or failed to take any action in a manner that would result in an obligation to make a disclosure to the Government or any other party in connection with any Government Contract or any Government Bid pursuant to FAR Clause 52.203-13 or otherwise. (h) Except as set forth in Section 3.28(h) of the Disclosure Schedules, neither an Acquired Company nor any third party on behalf of an Acquired Company has conducted any internal audit, review, or inquiry (whether or not constitute any outside legal counsel, auditor, accountant, or investigator was engaged) with respect to any suspected, alleged, or possible violation in connection with any Government Contract. (i) Except as set forth in Section 3.28(i) of the Disclosure Schedules, (i) neither an Acquired Company nor any of their respective officers or employees has been a separate subject of any administrative, civil or criminal investigation, civil charges, or indictment by any Governmental Authority with respect to any Government Contract or Government Bid; (ii) there has not been any audit or investigation of an Acquired Company, or any of their respective officers or employees that resulted in any adverse finding with respect to any alleged unlawful conduct, misstatement, or omission arising under or relating to any Government Contract or Government Bid; (iii) no statement, representation or warranty made by an Acquired Company in any Government Contract or Government Bid, or any exhibit thereto, or in any certificate, statement list, schedule or other document submitted or furnished to any Governmental Authority, prime contractor, prime grant recipient, or other party in connection therewith, contained or contains any untrue statement of material fact, or failed to state a material fact necessary to make the statements therein contained, in light of the circumstances in which they were made, not false or misleading; (iv) no payment has been made by an Acquired Company, or a Person acting on an Acquired Company's behalf to any Person, other than any bona fide employee or agent (as defined in subpart 3.4 of the FAR) of an Acquired Company, that is or was contingent upon award of any Government Contract or that would otherwise be in violation of any Law; (v) the Acquired Companies’ cost accounting system has not been determined by any Governmental Authority not to be in compliance with any Law; and (vi) no Acquired Company has submitted or caused to be submitted any claim for payment to any Governmental Authority, prime contractor, prime grant recipient, higher tier subcontractor, higher tier subgrant recipient, or higher tier supplier, or other payor, either governmental or non-governmental, in violation of any false claim or fraud law, including but not limited to the civil or criminal False Claims Act, or any other applicable federal or state false claim or fraud law. (j) Each Acquired Company is and has been in compliance with all applicable Government Contract requirements and Laws relating to cybersecurity. No Acquired Company has not been the subject of or otherwise involved in any “cyber incident” as defined in DFARs Clause 252.204-7012. (k) Each Acquired Company is and has been in compliance with all Government Contract requirements and Laws relating to the origin and place of manufacture of such Acquired Company’s products, including but not limited to the Buy American Act, Trade Agreements Act, Bxxxx Amendment, and any other Laws or Government Contract requirements. (l) Except as set forth in Section 3.28(l) of the Disclosure Schedules, there are no outstanding disputes between an Acquired Company and any Governmental Authority under the Contract Disputes Act or any other federal statute or between an Acquired Company and any prime contractor, subcontractor, prime grant recipient, higher tier subcontractor, higher tier sub-recipient, higher tier supplier, or lower tier subcontractor, lower tier sub-recipient, or lower tier supplier arising under or relating to any Government Contract or Government Bid. (m) With respect to all Government Contracts, no Acquired Company has assigned, granted a security interest, in or otherwise conveyed or transferred to any Person any account receivable or other right of such Acquired Company arising under any Government Contract. (n) Each Acquired Company has taken all necessary steps required under any Government Contracts or Laws to protect its rights in and to any Intellectual Property owned by or licensed to such Acquired Company. Other than as required under any Government Contract, for purposes of this definition, but shall be part no Acquired Company is obligated to provide a license to any Governmental Authority to use or disclose any Intellectual Property used in connection with such Government Contract. (o) All of the Government Contract Contracts that are not fully completed or with respect to which it relatesan Acquired Company has not received full payment were entered into (i) in the ordinary course of such Acquired Company’s business and (ii) based upon assumptions believed by the management of such Acquired Company to be accurate and reasonable, and subject to such assumptions being fulfilled, would be capable of performance in accordance with the terms and conditions of each such Government Contract by such Acquired Company for a profit.

Government Contracts. With respect to each Government Contract (as defined belowa) to which the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has The Sellers have complied in all material respects with all material applicable statutory and regulatory requirements in respect of statuteany contract with a U.S. federal governmental entity (each such contract a “Government Contract”) (including, rulewithout limitation, regulationunder the Assignment of Contracts Act, order or agreements with the U.S. Government pertaining toFederal Assignment of Claims Act, the Federal Acquisition Regulation, the Truth In Negotiations Act, and as applicablethe Foreign Corrupt Practices Act, such collectively, the “Government Contract Laws”). The Sellers have fully complied in all material respects with all contract clauses, provisions, and requirements incorporated expressly by reference or by operation of law in the Government Bid; Contracts as of the date hereof. Any and (iii) neither all material facts set forth in or acknowledged by the U.S. Sellers in any certifications, representations or disclosure statement submitted by the Sellers to any Governmental Entity in respect of the Government Contracts are current, accurate and complete as of the date of submission and have been updated to the extent required by any applicable law or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or provision of any of its subsidiariesthe Government Contracts. The Sellers have not been notified, either directly or indirectly, orally or in writing, that the Company or any of its Subsidiaries has they have breached or violated any statute, rule, regulationGovernment Contract Laws, certification, representation, or contract clause, provision provision, or requirement, except as would not, individually requirement in respect of any Government Contract. No terminations for default or for cause has been issued in respect to any of the aggregate, Government Contracts. No negative determination of responsibility have a Material Adverse Change; and (iv) been issued against the Sellers with respect to the knowledge Business. No costs incurred by the Sellers in respect of the Company, no reasonable basis exists to give rise to a material claim Government Contract have been formally questioned or disallowed by a any Governmental Entity. The Sellers have not been notified of any attempt or intention by any Governmental Entity for fraud (as such concept is defined to withhold or set off monies due to or invoiced by the Sellers under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries)including, whichwithout limitation, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause foreign offset requirements. (Ab) There are no irregularities, misstatements, or clause omissions relating to Government Contracts, bids intended to obtain Government Contracts, or the work performed or to be performed thereunder that have led to or could reasonably be expected to lead to, (Bi) aboveany administrative, on civil, or criminal investigations or indictment of the other hand. A taskSellers or an employee of the Business, purchase (ii) the formal questioning or delivery order disallowance of any costs submitted for payment by the Sellers under a Government Contract shall not constitute a separate any Government Contract, for purposes (iii) the recoupment of this definitionany payments previously made to the Sellers under any Government Contract, but shall be part or (iv) the assessment of any penalties or damages of any kind against the Sellers under any Government Contract. The Sellers are not currently under any administrative, civil, or criminal investigation or indictment concerning or relating to any Government Contracts. (c) The Sellers have not, and have never been, debarred or suspended from doing business with any Governmental Entity, and the Sellers do not know of any such debarment or suspension proceedings that have been instituted, nor of any circumstances which could lead to the institution of any such debarment or suspension proceedings in the future. No show cause notices or cure notices have been issued against the Sellers in respect of any Government Contract. (d) Neither the Sellers, nor any of their Affiliates, directors, officers, agents, representatives, consultants, employees, or other Persons associated with or acting on behalf of the Government Contract Sellers have, with respect to which it relatesthe Business (i) exported, re-exported, or transferred, via any means, any technology, software, or hardware subject to the U.S. Export Administration Regulations, via a direct export or via provision to a non-U.S. Person (including employees of the Sellers, located in the U.S. or abroad), or exported, re-exported, transferred via any means, or temporarily imported a defense article, including technical data, software, and hardware, or provided a defense service to a non-U.S. Person, subject to the U.S. International Traffic in Arms Regulations, via direct export or via provision to a non-U.S. Person, including employees of the Sellers, located in the U.S. or abroad, except in any such case pursuant to a valid license or agreement for such importation, exportation, or re-exportation, of for such provision of services, or pursuant to a valid exception or exemption from the requirement for such a license, agreement, or re-export authorization; or (ii) violated or is in violation of any provision of the U.S. Export Administration Regulations, the Arms Export Control Act, the U.S. International Traffic in Arms Regulations, the Foreign Corrupt Practices Act, or any other U.S. law related to temporary and permanent exports, temporary and permanent imports, employing non-U.S. Persons, retaining non-U.S. Persons as consultants, agents, or representatives, trade or investment restrictions, prohibitions, embargoes, sanctions, boycotts, or other financial and non-financial controls.

Government Contracts. (a) With respect to each Government Contract (as defined below), (i) all representations and certifications executed, acknowledged or set forth in or relating to which such Governmental Contract on behalf of the Company or any of its Subsidiaries is currently a party or has received final payment within three years prior to the date hereof were complete and to each Government Bid (correct in all material respects as defined below) of their effective date, and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has have complied in all material respects with all material requirements of statutesuch representations and certifications, rule(ii) no termination for convenience, regulationtermination for default, order cure notice or agreements with the U.S. show cause notice is currently in effect arising under or relating to any Government pertaining toContract, and as applicable, such Government Contract or Government Bid; and (iii) no cost or charge pertaining to any Government Contract currently is the subject of any audit or investigation or has been disallowed by any Governmental Entity, (iv) neither the U.S. Government or Canadian Government, a Governmental Entity nor any prime contractor, subcontractor or other person Person acting on behalf of a Governmental Entity or a Government Contract has notified the Company or any of its subsidiaries, in writing, Subsidiaries that (A) the Company or any of its Subsidiaries such Subsidiary has breached or violated any statute, rule, regulation, material certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) pertaining to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by or (B) the Company or any of its affiliates Subsidiaries or any of their employees is under administrative, civil, or criminal investigation, or indictment or audit by any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract, including under the under the United States False Claims Act, the United States Procurement Integrity Act, the United States Truth in Negotiations Act, the United States Contract Disputes Act or any other United States federal law, (including v) since January 1, 2006, neither the Company nor any of its subsidiaries)Subsidiaries has conducted or initiated any material internal investigation or made a material voluntary disclosure to any Governmental Entity with respect to any alleged irregularity, which, if accepted, would result in misstatement or omission arising under or relating to a Government Contract; ", and (vi) since January 1, 2006, neither the Company nor any of its Subsidiaries nor any of their employees has been suspended or debarred from doing business with any Governmental Entity or is, or at any time has been, the subject of a finding of non-responsibility or ineligibility for contracting with any Governmental Entity. For purposes of this Agreement, “Government Contract" means ” shall mean any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, (i) between the Company or any of its subsidiaries on the one hand, Subsidiaries and (A) the United States Government any Governmental Entity (acting on its own behalf or Canadian Governmenton behalf of another country or international organization), (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, any Governmental Entity or (C) any subcontractor with respect to any contract described in clause clauses (A) or clause (B) above, on (ii) financed by any Governmental Entity, or (iii) subject to the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes rules and regulations of this definition, but shall be part of the Government Contract to which it relatesany Governmental Entity concerning procurement.

Government Contracts. With respect (a) The Company has made available to each Government Contract (as defined below) the ES Clean Team pursuant to the Clean Team Agreements all written Contracts to which the Company or any of its Subsidiaries is currently a party that provide for teaming arrangements with another party that have not terminated or expired as of the date of this Agreement. (b) To the Knowledge of Seller, no Government Contract was awarded on the basis of the Company having preferential status (small business, small disadvantaged business, 8(a), woman owned business, etc.). (c) To the Knowledge of Seller, (i) each Government Contract was legally awarded on an arms-length basis, and (ii) no Government Contract is the subject of bid or award protest proceedings. To the Knowledge of Seller, no facts exist that would reasonably be expected to give rise to a Claim for a material price adjustment under any Government Contract under the Truth in Negotiations Act. (d) To the Knowledge of Seller, no facts exist which would reasonably be expected to give rise to material liability to the Company under the False Claims Act. (e) To the Knowledge of Seller, the Company is not undergoing, and within the past three (3) years has received final payment not undergone, any material audit, review, inspection, investigation, survey or examination of records relating to any Government Contract. (f) To the Knowledge of Seller, there is no current material allegation, charge, finding, investigation, or report (internal or external to the Company) to the effect that the Company has been, or may have been, a party to a task order or delivery order or other Government Contract where the goods or services purchased, or identified to be purchased, by a Governmental Authority under such task order or delivery order of such Government Contract are different from those described in the statement of work contained in the multiple award schedule Contract or other Government Contract under which the task order or delivery order or Government Contract was issued. (g) Neither the Company nor any director, officer, executive employee, or to the Knowledge of Seller, any consultant or Affiliate of the Company has been or is now suspended, debarred, or, to the Knowledge of Seller, proposed for suspension or debarment from Government Contracts, and, to the Knowledge of Seller, no facts exist which would reasonably be expected to give rise to such suspension or debarment, or proposed suspension or debarment. The Company has never been determined by any Governmental Authority to be non-responsible to perform any Contract. No Government Contract awarded to the Company has been terminated for default within three five (5) years prior to the date hereof and to each Government Bid of this Agreement. (as defined belowh) and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the The Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, respective employees hold such security clearances as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim are required by a Governmental Entity for fraud (as such concept Authority to perform under current Government Contracts. To the Knowledge of Seller, there is defined under no existing information, fact, condition, or circumstance that would cause the state or federal laws of the United States) in connection with Company to lose any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatessecurity clearance.

Government Contracts. With respect to each (a) Schedule 3.21 sets forth (i) a list of all material current and open Government Contract (as defined below) Bids to which the Company or any of its the Company's Subsidiaries (collectively for the purposes of this Section 3.21, the "Company") is currently a party as of the date of this Agreement and (ii) a list of all material Government Contracts for which there are or could reasonably be expected to be outstanding performance obligations. Except as set forth in Schedule 3.21, With respect to any such Government Contract or Government Bid (A) the Company has complied in all material respects with all terms and conditions of each Government Contract or Government Bid; (B) the Company has complied in all material respects with the requirements of all applicable laws, regulations, written directives, or agreements pertaining to each Government Contract or Government Bid and to the Company's performance on its Government Contracts; and (C) all representations and certifications executed, acknowledged or set forth in, or pertaining to each Government Contract or Government Bid were, when given, and to the extent any such representation or certification pertains to future events which have yet to occur the Company has no reason to believe they are not still, complete and correct in all material respects and the Company has complied in all material respects with all such representations and certifications. (b) Except as set forth in Schedule 3.21, (i) the Company has not since January 1, 2000, received from a party to a material Government Contract any written show-cause notice, stop work order, cure notice, notice of termination, or termination concerning a material Government Contract presently in effect or for which there are or reasonably could be expected to be outstanding performance obligations, and (ii) has no knowledge of any unresolved show cause notice, stop work order, cure notice, notice of termination, or termination received from a party to a material Government Contract and concerning a material Government Contract presently in effect or for which there are or reasonably could be expected to be outstanding performance obligations. (c) Except as set forth in Schedule 3.21, The Company has not to its knowledge received a written negative determination of responsibility concerning a Government Bid or Government Contract. (d) The Company has not to its knowledge received any request within three years prior to the date hereof by any Governmental Authority for a contract price adjustment including, without limitation, based upon (i) a claim by any Governmental Authority of defective pricing or (ii) any cost incurred by the Company that has been questioned in writing or challenged in writing or disallowed or has been the subject of any investigation, and, within three years prior to the date hereof, no money due to the Company has been (or has been attempted to be) withheld or set off with respect to any Government Contract. (e) Except as set forth on Schedule 3.21, neither the Company nor any of its directors, officers employees, consultants or agents is (or since January 12, 1999, has been) under administrative, civil or criminal investigation, indictment or information or equivalent official government charge or allegation by any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract of the Company or Government Bid of the Company. The Company has not initiated or made a voluntary disclosure to the U.S. Government with respect to any alleged misstatement or omission or other possible violation of law in connection with any Government Contract of the Company and/or Government Bid of the Company. Since January 12, 1999, the Company has not conducted or initiated an internal investigation with respect to any alleged misstatement or omission or other possible violation of law in connection with any Government Contract of the Company and/or Government Bid of the Company. Except as set forth on Schedule 3.21, to the knowledge of the Company, there has been no irregularity, misstatement or omission or other possible violation of law arising under or relating to any Government Contract or Government Bid that has led or reasonably could be expected to lead, either before or after the Closing, to a Material Adverse Effect. (f) There exist (i) no outstanding claims or requests for equitable adjustment or other contractual action for relief against the Company, either by a Governmental Authority or by any prime contractor, subcontractor, vendor or other Person, arising or relating to any Government Contract or Government Bid, and (ii) no disputes between the Company and the U.S. Government under the Contract Disputes Act of 1978, as amended (the "Contract Disputes Act") or material disputes between the Company and any prime contractor, subcontractor, vendor or other person arising under or relating to any Government Contract of the Company or Government Bid of the Company. Except as set forth in Schedule 3.21, the Company has no knowledge of any fact(s) that constitute the basis for and could reasonably be expected to result in a claim or dispute under clause (i) or (ii) of the immediately preceding sentence. The Company has no interest in any pending or potential material claim under the Contract Disputes Act against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. (g) Neither the Company nor any of its directors, officers or employees (nor, to the Company's knowledge, any of the Company's consultants or agents to the extent acting for or on behalf of the Company), is (or since January 12, 1999, has been) suspended or debarred or proposed to be suspended or debarred or declared ineligible from doing business with any Governmental Authority or is the subject of a finding of nonresponsibility or ineligibility for contracting with any Governmental Authority. Except as set forth in Schedule 3.21, to the Company's knowledge, no facts or circumstances exist that would warrant or could reasonably lead to the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company or any such director, officer, or employee (or any consultant or agent, to the extent acting for or on behalf of the Company). (h) To the Company's knowledge, the cost accounting systems with respect to Government Contracts of the Company are in compliance with all applicable laws, to the extent noncompliance reasonably could be expected to lead to a Material Adverse Effect. (i) The Company has not engaged in any conduct that reasonably could be expected to lead to the imposition of a material Liability upon the Company or the Buyer relating to mischarging, fraud, false claims, false certifications, and the Foreign Corrupt Practices Act that reasonably could be expected to lead to a Material Adverse Effect. (j) Since January 12, 1999, the Company has complied in all material respects with all of its obligations under Government Contracts relating to any government furnished property or similar property or equipment owned by the United States or any contractor. (k) To the knowledge of the Company, the Company within the past three years has not violated and is not presently in violation of (i) any laws, directives, or regulations relating to security clearances or the protection of classified information; (ii) its security agreements relating thereto; or (iii) any laws, directives, or regulations relating to export controls. (l) To the Company's knowledge, Schedule 3.21(l) sets forth a list and description of each final audit, inspection or investigation, or in the absence thereof, a draft thereof, received final payment by the Company within three years prior to the date hereof and to each Government Bid (as defined below) and except as disclosed in performed by or for any prime or higher-tiered contractor or subcontractor, or Governmental Authority, including the Registration StatementDefense Contract Audit Agency, the Pricing Disclosure Package Defense Contract Management Command, the Defense Contract Administration Service Management Area, the Defense Criminal Investigative Service, any government agencies under the supervision of the Secretary of Defense, any investigative agency, the Defense Security Service, any Inspector General, the Department of Justice, the Department of State, or the General Accounting Office (other than routine audits by resident auditors, none of which is material to the business of the Company). (m) Schedule 3.21(m) sets forth a list and the Prospectus: (i) description of each settlement agreement concerning Government Contracts between the Company and 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 the Truth in Negotiations Act, the Federal Acquisition Regulation ("FAR"), and the Cost Accounting Standards, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining towhich currently has or is expected to have a binding effect on the Company after the Closing Date, and as applicable, such Government Contract or Government Bid; and (iii) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified under which the Company or any of its subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government Bid" means any offer made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract; "Government Contract" means any contract, including any arrangement, joint venture, basic ordering agreement, pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one hand, and (A) the United States Government or Canadian Government, (B) any prime contractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor unperformed obligations with respect to any contract described in clause (A) or clause (B) above, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relatesthereto.

Government Contracts. With (a) Each Government Contract that has not been closed out is valid and binding and in full force and effect, subject, in all cases, to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles, was awarded or novated in the name of the Company or a Subsidiary of the Company, and, to the knowledge of the Company, is not the subject of any proposed assignment or novation to any third party. (b) Since January 1, 2011, each of the Company and its Subsidiaries, with respect to each Government Contract or Bid, (i) has complied in all material respects with all terms and conditions and all applicable requirements of law, (ii) has not been in material breach of any contractual requirement or requirement of law, and (iii) has had no money due to the Company or such Subsidiary withheld or set off or, to the knowledge of the Company, threatened to be withheld or set off (except in the Ordinary Course of Business as defined belowprovided by the payment terms of such Government Contract), and (iv) to which each invoice, claim, representation, certification, data, report and other submission or filing submitted by the Company or any Subsidiary of the Company with respect to any Government Contract or Bid complied in all material respects with applicable laws and contract requirements as of its Subsidiaries effective date and has been updated as required. (c) Since January 1, 2011, neither the Company nor any Subsidiary of the Company, nor to the knowledge of the Company any officer, director, owner or employee thereof, has been – and to the knowledge of the Company, there is currently a party no threat, proposal, or has received final payment within three years valid basis for the Company, any Subsidiary of the Company, or any such officer, director, owner or employee, to be – suspended, debarred, proposed for debarment, or excluded from any Government Contract or program, or determined to be nonresponsible with respect to any Government Contract or government program. The consummation of the Transactions will not result in any such suspension, proposal for debarment, debarment, exclusion, or nonresponsibility determination with respect to the Parent or the Company or any Subsidiary of the Company (assuming that no such action will result solely from the identity of the Parent). (d) Since January 1, 2011, except as disclosed in writing to the Parent prior to the date hereof and of this Agreement, neither the Company nor any Subsidiary of the Company has been, with respect to each any Government Bid Contract or Bid, audited or investigated by any Governmental Entity, or subject to any: civil claim, indictment or information; tolling or consent agreement; termination for convenience or default; notice of intent to terminate for default; adverse size determination; cure notice; stop work notice; show cause notice; recoupment or refund; material disallowance of claimed costs; or penalty for expressly unallowable costs; nor, to the knowledge of the Company, have any of the foregoing actions been threatened or is any such action reasonably expected. There are no outstanding protests, claims, disputes, proceedings or other actions relating to any Government Contract or Bid, and, to the knowledge of the Company, no such protests, claims, disputes, proceedings or other actions are threatened or reasonably expected. (as defined belowe) and except Since January 1, 2011, neither the Company nor any Subsidiary of the Company, with respect to any Government Contract: (i) made any mandatory or voluntary disclosure to any Governmental Entity, or failed to timely make any mandatory disclosure for which a failure to disclose would constitute a ground for suspension or debarment; (ii) disclosed or been required to mitigate any organizational conflict of interest; or (iii) received any information for which it has been required to obtain or maintain a security clearance issued by any Governmental Entity. (f) Except as disclosed in writing to the Registration StatementParent prior to the date of this Agreement, the Pricing Disclosure Package and the Prospectus: (i) no Government Contract that has not been closed out was proposed or awarded on the basis of the Company’s or any Subsidiary’s status as a small business, and to the knowledge of the Company, no Governmental Entity, prime contractor, or higher-tier subcontractor to a Governmental Entity counts payments made to the Company or any Subsidiary toward any small business contracting requirement, quota, goal, or plan; (ii) the Company and, as applicable, each of its Subsidiaries, have submitted indirect cost rate proposals for all years up to and including 2013, and no such proposals for any year subsequent to 2007 have been audited; and (iii) the Company and each of its Subsidiaries has complied and is in compliance in have taken 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 lawsnecessary steps, including without limitation the Truth in Negotiations Actany and all notifications, the Federal Acquisition Regulation ("FAR")assertions, restrictive markings, and the Cost Accounting Standardscontractual assurances obtained from lower-tiered subcontractors, as may be required to obtain or retain title to, and to perfect and preserve commercial rights with respect to, patents, technical data and computer software conceived, reduced to practice, or first developed, as applicable; (ii) the Company and each of its Subsidiaries has complied in all material respects , under Government Contracts or with all material requirements of statute, rule, regulation, order or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and funding. (iiig) neither the U.S. Government or Canadian Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, As used in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Change; and (iv) to the knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Entity for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of this Agreement, "Government (i) “Bid" ” means any offer made outstanding quotation, bid or proposal by the Company or any Subsidiary of its affiliates (including its subsidiaries), the Company which, if acceptedaccepted or awarded, would result in lead to a Government Contract; "Contract for the supply of goods, licensing of property, or provision of services by the Company or any Subsidiary of the Company and (ii) “Government Contract" ” means any prime contract, including any arrangement, joint venturesubcontract, basic ordering agreement, pricing agreementletter contract, letter agreement purchase order, delivery order, change order, arrangement or other similar arrangement commitment of any kind, kind between the Company or any Subsidiary of its subsidiaries the Company, on the one hand, and (A) the United States Government any Governmental Entity or Canadian Government, (B) any prime contractor or subcontractor to the United States Government or Canadian Government in its capacity as a prime contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) aboveGovernmental Entity, on the other hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.