Common use of Material Contracts; Government Contracts Clause in Contracts

Material Contracts; Government Contracts. (a) As of the date hereof, neither of the Company nor any of its Subsidiaries is a party to or bound by any: (i) contract (other than this Agreement) that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (ii) except for this Agreement, contract or other commitment containing covenants of or binding upon the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could bind Parent or any of its Affiliates) not to compete in or otherwise engage in any line of business or industry or in any geographical area or otherwise; (iii) contract which creates a partnership, joint venture, strategic alliance, or similar arrangement that is material to the Company and its Subsidiaries, taken as a whole or which creates any teaming arrangements with respect to the U.S. Air Force’s Flexible Acquisition and Sustainment Tool Follow On Program (F2AST), (iv) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $1,000,000; (v) contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of products in the ordinary course of business); (vi) collective bargaining agreement; (vii) contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (viii) settlement agreement or similar agreement with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries; (ix) contract constituting a fixed price deliverable contract that, together with related task orders, has a contract value of at least $5,000,000; (x) contract or any related task orders that subject to all reasonable assumptions (as of the date of this Agreement) upon which they are based and accounting for all anticipated related indirect cost (including selling general and administrative costs) could not reasonably be expected to be capable of performance in accordance with their terms without a material financial loss over the life of such contract or related task orders; (xi) any contract granting to the Company or any of its Subsidiaries or the other parties thereto any license or other right to use any material Intellectual Property Rights (other than a license to use off-the-shelf software) or any other material asset or right; (xii) any standstill agreement binding on the Company or its Subsidiaries; (xiii) contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; (xiv) contract with a third party for the resale or distribution of any of the Company’s products or services; or (xv) other contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make payments in the future in excess of $1,000,000 per annum or $2,000,000 during the life of the contract, or receive payments in the future in excess of $2,000,000 per annum or $5,000,000 during the life of the applicable contract. Each such contract described in clauses (i)-(xv) is referred to herein as a “Material Contract.” Table of Contents (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Material Contract, Company Government Contract or Company Government Subcontract (and no event has occurred with which notice or lapse of time or both would constitute a default or violation by the Company or a Subsidiary of the Company), (ii) each of the Material Contracts, Company Government Contracts and Company Government Subcontracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (iii) the Company and its Subsidiaries have performed all respective material obligations required to be performed by them to date under the Material Contracts, Company Government Contracts and Company Government Subcontracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate any Material Contract. The Company has made available to Parent true and complete copies of each Material Contract, Company Government Contract and Company Government Subcontract, including all material amendments thereto, except to the extent such disclosure would violate the confidentiality provisions of such Material Contract. (c) With respect to each contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, for which (i) performance has not been or was not completed or (ii) final payment has not been or was not received, in either case, prior to the date that is three years prior to the date of this Agreement, and each outstanding bid, quotation or proposal by the Company or any of its Subsidiaries (each, a “Bid”) that if accepted or awarded could lead to a contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, including any facilities contract for the use of government-owned facilities (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 Entity for which (x) performance has not been or was not completed or (y) final payment has not been or was not received, in either case, prior to the date that is three years prior to 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 Entity (each such contract or Bid, a “Company Government Subcontract”): (i) each such Company Government Contract or Company Government Subcontract was to the Knowledge of the Company legally awarded, is binding on the parties thereto, and is in full force and effect, except any failure to be legally awarded or in full force and effect that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; provided that for purposes of this clause (i), the terms Company Government Contract and Company Government Subcontract shall not include any Bids; Table of Contents (ii) there is no pending, and to the Knowledge of the Company no reasonable basis exists to give rise to a, (A) claim 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 other claim under the United States False Claims Act, or the United States Procurement Integrity Act or (B) claim under the United States Truth in Negotiations Act; (iii) neither the United States 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, or may have, breached or violated in any material respect any Law, certification, representation, clause, provision or requirement pertaining to such Company Government Contract 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 or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries has received any written notice of termination for convenience, written notice of termination for default, written cure notice or written show cause notice pertaining to such Company Government Contract or Company Government Subcontract, and the Company does not have Knowledge of any facts that could reasonably be expected to provide a basis for any such notice except any notice that, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; (v) no cost in excess of $500,000 incurred by the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has been questioned or challenged, is the specific subject of any audit or, to the Knowledge of the Company, investigation or has been disallowed by any government or governmental agency; (vi) no payment due to the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has been withheld or set off, and the Company and its Subsidiaries are entitled to all progress or other payments received to date with respect thereto, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; and (vii) the Company and its Subsidiaries have complied in all material respects 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 the functional equivalents thereof). Table of Contents (d) Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of the respective directors, officers, employees, consultants or agents of the Company or any of its Subsidiaries, is currently, or within the past three years has been (i) under any material administrative, civil or criminal investigation, audit, inquiry, indictment or information request by any Governmental Entity (and, in each case, to the Knowledge of the Company no such investigation, audit, inquiry, indictment or information request has been threatened), in each case other than broad based routine audits or inquiries in the ordinary course or had a civil, criminal or other judgment rendered against them or (ii) the subject of any audit, inquiry or investigation by the Company or any of its Subsidiaries, in each case, with respect to any alleged material act or omission arising under or relating to any Company Government Contract or Company Government Subcontract and other than broad based routine audits or inquiries in the ordinary course or (iii) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or the functional equivalents thereof), from participation in the award of any contract with any Governmental Entity. To the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company, any Subsidiary of the Company or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Entity. (e) Neither the Company nor any of its Subsidiaries has received written notice of any (i) outstanding material claims (including claims relating to bid or award protest proceedings (or the functional equivalents thereof)) against the Company or any of its Subsidiaries, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Company Government Contract or Company Government Subcontract, and (ii) outstanding material claims or requests for equitable adjustment (or the functional equivalents thereof) or disputes (including claims, requests and formal disputes relating to bid or award protest proceedings) between the Company or any of its Subsidiaries, on the one hand, and the United States government, on the other hand, under the United States Contract Disputes Act, as amended, or any other Law or between the Company or any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Company Government Contract or Company Government Subcontract. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any adverse or negative past performance evaluations or ratings in connection with any Company Government Contract, Company Government Subcontract or other contract with a Governmental Entity within the past three years, except any evaluation or rating that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has (i) any interest in any pending or potential claim against any Governmental Entity or (ii) any interest in any pending claim against any prime contractor, subcontractor, vendor or other Person arising under or relating to any Company Government Contract or Company Government Subcontract, except for any claim in which the amount involved is not in excess of $1,000,000. (f) During the three years prior to the date of this Agreement there has not been any, and the Company does not have Knowledge of any facts that could reasonably be expected to give rise to, the revocation of any security clearance of the Company, any of its Subsidiaries or any director, officer, employee, distributor, consultant or agent of the Company or any of its Subsidiaries. Table of Contents (g) As of the date of this Agreement neither the Company nor any of its Subsidiaries is a party to or bound by any contract that contains any Organizational Conflict of Interest (as defined by Subpart 9.5 of the Federal Acquisition Regulations, an “Organizational Conflict of Interest” ) provisions or, to the Knowledge of the Company, presents or would reasonably be expected to present an Organizational Conflict of Interest issue for Parent.

Material Contracts; Government Contracts. (a) As of Except for this Agreement and Contracts filed as exhibits to the Company Reports prior to the date hereofof this Agreement, neither none of the Company nor or any of its Subsidiaries is a party to or bound by any: any of the following Contracts: (i) contract (any Contract that is a partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 10% or more, or any interest valued at more than $5,000,000, without regard to percentage voting or economic interest, other than this Agreement) that would be required with respect to be filed by any wholly owned Subsidiary of the Company as (each, a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC; “Joint Venture”); (ii) except for this Agreementany Contract with any Top 20 Supplier; (iii) any Contract, contract other than Contracts relating to real property, that relates to the acquisition or other commitment containing covenants disposition of any business or binding upon assets not in the ordinary course of business pursuant to which the Company or any of its Subsidiaries has any liability in excess of $1,000,000 individually; (iv) any Contract evidencing Indebtedness of the Company or any Subsidiary in excess of $10,000,000; (v) any Contract that contains any provision expressly requiring the Company or any of its Subsidiaries to purchase or sell goods or services exclusively to or from another Person or that prohibits or limits the rights of the Company or any of its Subsidiaries to make, sell, market or distribute any products or services (or after the Effective Time, Parent or any of its Affiliates); (vi) any Contract that grants “most favored nation” status that has had or would reasonably be expected to have a material impact on the Company and its Subsidiaries taken as a whole; (vii) any Contract that would reasonably be expected to require the disposition of any material assets, line of business or product line of the Company or any of its Subsidiaries or restrict the disposition of the same by the Company or any of its Subsidiaries (or whichafter the Effective Time, following the consummation of the Merger, could bind Parent or any of its Affiliates); (viii) not any Contract to compete in or otherwise engage in any line of business or industry or in any geographical area or otherwise; (iii) contract which creates a partnership, joint venture, strategic alliance, or similar arrangement that is material to the Company and its Subsidiaries, taken as a whole or which creates any teaming arrangements with respect to the U.S. Air Force’s Flexible Acquisition and Sustainment Tool Follow On Program (F2AST), (iv) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $1,000,000; (v) contract (other than this Agreement) for the sale of any of its Subsidiaries is a party containing a standstill or similar agreement pursuant to which one party has agreed not to acquire assets after or securities of the date hereof other party or any of its Affiliates; (ix) any Contract between the Company or any of its Subsidiaries and any director or officer of the Company or any 5% Holder or their immediate family members other than sales of products in the ordinary course of business); Benefit Plans; (vix) collective bargaining agreement; (vii) contract any Contract that contains a put, call, right of first refusal call or similar right pursuant to which the Company or any of its Subsidiaries would reasonably expect to be required to purchase or sell, as applicable, any equity interests of any Person; Person or material assets; (viiixi) settlement agreement or similar agreement with a Governmental Entity or Order any Contract pursuant to which the Company or any of its Subsidiaries is grants to any third party any license (other than non-exclusive licenses granted in the ordinary course), release, covenant not to xxx or similar right with respect to Owned Intellectual Property; (xii) any Company Labor Agreement; and (xiii) any other Contract or group of related Contracts that, if terminated or subject to a default by any party involving future performance by thereto, would, individually or in the Company or aggregate, be reasonably expected to have a Material Adverse Effect (the Contracts described in clauses (i) - (xiii), and all Contracts with any of its Subsidiaries; (ix) contract constituting a fixed price deliverable contract thatTop 20 Customer, together with related task ordersall exhibits and schedules to such Contracts, being the “Material Contracts”). (b) A true and correct copy of each Material Contract has a contract value of at least $5,000,000; (x) contract previously been delivered to Parent. Except as would not, individually or any related task orders that subject to all reasonable assumptions (as of in the date of this Agreement) upon which they are based and accounting for all anticipated related indirect cost (including selling general and administrative costs) could not aggregate, reasonably be expected to be capable of performance in accordance with their terms without have a material financial loss over the life of such contract or related task orders; (xi) any contract granting to the Company or any of its Subsidiaries or the other parties thereto any license or other right to use any material Intellectual Property Rights (other than a license to use off-the-shelf software) or any other material asset or right; (xii) any standstill agreement Material Adverse Effect, each Material Contract is valid and binding on the Company or its Subsidiaries; (xiii) contract providing for indemnification (including any obligations to advance funds for expenses) of , as the current or former directors or officers of the Company or any of its Subsidiaries; (xiv) contract with a third party for the resale or distribution of any of the Company’s products or services; or (xv) other contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make payments in the future in excess of $1,000,000 per annum or $2,000,000 during the life of the contract, or receive payments in the future in excess of $2,000,000 per annum or $5,000,000 during the life of the applicable contract. Each such contract described in clauses (i)-(xv) is referred to herein as a “Material Contract.” Table of Contents (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Material Contract, Company Government Contract or Company Government Subcontract (and no event has occurred with which notice or lapse of time or both would constitute a default or violation by the Company or a Subsidiary of the Company), (ii) each of the Material Contracts, Company Government Contracts and Company Government Subcontracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that (x) such enforcement case may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (iii) the Company and its Subsidiaries have performed all respective material obligations required to be performed by them to date under the Material Contracts, Company Government Contracts and Company Government Subcontracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect tobe, and, to the Knowledge of the Company, no each other party has threatened to terminate any Material Contract. The Company has made available to Parent true and complete copies of each Material Contract, Company Government Contract and Company Government Subcontract, including all material amendments thereto, except to the extent such disclosure would violate the confidentiality provisions of such Material Contract. (c) With respect to each contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, for which (i) performance has not been or was not completed or (ii) final payment has not been or was not received, in either case, prior to the date that is three years prior to the date of this Agreement, and each outstanding bid, quotation or proposal by the Company or any of its Subsidiaries (each, a “Bid”) that if accepted or awarded could lead to a contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, including any facilities contract for the use of government-owned facilities (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 Entity for which (x) performance has not been or was not completed or (y) final payment has not been or was not received, in either case, prior to the date that is three years prior to 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 Entity (each such contract or Bid, a “Company Government Subcontract”): (i) each such Company Government Contract or Company Government Subcontract was to the Knowledge of the Company legally awarded, is binding on the parties thereto, and is in full force and effect. There is no default under any Material Contracts by the Company or its Subsidiaries and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries, except any failure to be legally awarded or in full force and effect thatas would not, individually or in the aggregate, has not hadbe reasonably expected to have a Material Adverse Effect. No Contract with any Top 50 Customer contains any special inventory, processing or servicing requirements materially inconsistent with those requirements contained in the Company’s form customer agreements, which have been made available to Parent prior to the date of this Agreement. (c) Since January 1, 2014, with respect to each Government Contract and Government Bid of the Company or any of its Subsidiaries, except as would not individually or in the aggregate, reasonably be expected to havebe material to the Company and its Subsidiaries, taken as a Material Adverse Effect; provided that for purposes of this clause (i)whole, the terms Company Government Contract and Company Government Subcontract shall not include any Bids; Table of Contents (ii) there is no pending, and to the Knowledge of the Company no reasonable basis exists to give rise to a, (i) (A) claim 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 other claim under the United States False Claims Act, or the United States Procurement Integrity Act or (B) claim under the United States Truth in Negotiations Act; (iii) neither the United States government nor any prime contractor, subcontractor no Governmental Entity or other Person has notified the Company or any of its Subsidiaries in writing that the Company or any of its Subsidiaries hasSubsidiaries, or may haveany officer or employee of the Company of any of its Subsidiaries, has breached or violated in any material respect any Law, certification, representation, clause, provision or requirement pertaining to such Company Government Contract or Company Government SubcontractBid, and all facts set forth there are no pending audits or acknowledged by investigations relating to any representationssuch alleged breaches or violations, claims and (B) neither the Company nor any of its Subsidiaries has made any voluntary or certifications submitted by mandatory disclosure in writing to any Governmental Entity with respect to any violation of Law arising under or on behalf of relating to any Government Contract or Government Bid; (ii) no termination for convenience, termination for default, cure notice or show cause notice has been issued to the Company or any of its Subsidiaries and remains unresolved pertaining to any Government Contract currently in connection with such effect; (iii) there are no outstanding disputes between the Company or any of its Subsidiaries and any Governmental Entity or any other Person arising under or relating to any Government Contract or Company Government Subcontract were current, accurate Bid; and complete in all material respects on the date of submission; (iv) neither the Company nor any of its Subsidiaries has received nor any written notice Principal (as that term is defined in FAR 52.203-13) of termination for convenience, written notice of termination for default, written cure notice or written show cause notice pertaining to such Company Government Contract or Company Government Subcontract, and the Company does not have Knowledge of any facts that could reasonably be expected to provide a basis for any such notice except any notice that, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; (v) no cost in excess of $500,000 incurred by the Company or any of its Subsidiaries pertaining to such Company Government Contract are or Company Government Subcontract has have been questioned or challengeddebarred, is the specific subject of any audit or, to the Knowledge of the Company, investigation or has been disallowed by any government or governmental agency; (vi) no payment due to the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has been withheld or set off, and the Company and its Subsidiaries are entitled to all progress or other payments received to date with respect thereto, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; and (vii) the Company and its Subsidiaries have complied in all material respects 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 the functional equivalents thereof). Table of Contents (d) Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of the respective directors, officers, employees, consultants or agents of the Company or any of its Subsidiaries, is currently, or within the past three years has been (i) under any material administrative, civil or criminal investigation, audit, inquiry, indictment or information request by any Governmental Entity (and, in each case, to the Knowledge of the Company no such investigation, audit, inquiry, indictment or information request has been threatened), in each case other than broad based routine audits or inquiries in the ordinary course or had a civil, criminal or other judgment rendered against them or (ii) the subject of any audit, inquiry or investigation by the Company or any of its Subsidiaries, in each case, with respect to any alleged material act or omission arising under or relating to any Company Government Contract or Company Government Subcontract and other than broad based routine audits or inquiries in the ordinary course or (iii) debarred or suspended, or proposed noticed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or the functional equivalents thereof), suspended from participation in the award of contracts with the U.S. Government or any contract with any other Governmental Entity. To the Knowledge of the CompanyEntity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements), there exist and no facts or circumstances that would reasonably be expected to warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility actions with respect to Government Contracts have been commenced or threatened against the Company, any Subsidiary of the Company or any of their respective directors, officers or managers, Principal (as that term is defined in any such case, for purposes of doing business with any Governmental Entity. (eFAR 52.203-13) Neither the Company nor any of its Subsidiaries has received written notice of any (i) outstanding material claims (including claims relating to bid or award protest proceedings (or the functional equivalents thereof)) against the Company or any of its Subsidiaries, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Company Government Contract or Company Government Subcontract, and (ii) outstanding material claims or requests for equitable adjustment (or the functional equivalents thereof) or disputes (including claims, requests and formal disputes relating to bid or award protest proceedings) between the Company or any of its Subsidiaries, on the one hand, and the United States government, on the other hand, under the United States Contract Disputes Act, as amended, or any other Law or between the Company or any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Company Government Contract or Company Government Subcontract. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any adverse or negative past performance evaluations or ratings in connection with any Company Government Contract, Company Government Subcontract or other contract with a Governmental Entity within the past three years, except any evaluation or rating that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has (i) any interest in any pending or potential claim against any Governmental Entity or (ii) any interest in any pending claim against any prime contractor, subcontractor, vendor or other Person arising under or relating to any Company Government Contract or Company Government Subcontract, except for any claim in which the amount involved is not in excess of $1,000,000. (f) During the three years prior to the date of this Agreement there has not been any, and the Company does not have Knowledge of any facts that could reasonably be expected to give rise to, the revocation of any security clearance of the Company, any of its Subsidiaries or any director, officer, employee, distributor, consultant or agent of the Company or any of its Subsidiaries. Table of Contents (g) As of the date of this Agreement neither the Company nor any of its Subsidiaries is a party to or bound by any contract that contains any Organizational Conflict of Interest (as defined by Subpart 9.5 of the Federal Acquisition Regulations, an “Organizational Conflict of Interest” ) provisions or, to the Knowledge of the Company, presents or would reasonably be expected to present an Organizational Conflict of Interest issue for Parent.

Material Contracts; Government Contracts. (a) As of the date hereof, neither of the Company nor any of its Subsidiaries is a party to or bound by any: (i) contract (other than this Agreement) that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (ii) except for this Agreement, contract or other commitment containing covenants of or binding upon the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could bind Parent or any of its Affiliates) not to compete in or otherwise engage in any line of business or industry or in any geographical area or otherwise; (iii) contract which creates a partnership, joint venture, strategic alliance, or similar arrangement that is material to the Company and its Subsidiaries, taken as a whole or which creates any teaming arrangements with respect to the U.S. Air Force’s Flexible Acquisition and Sustainment Tool Follow On Program (F2AST), (iv) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $1,000,000; (v) contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of products in the ordinary course of business); (vi) collective bargaining agreement; (vii) contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (viii) settlement agreement or similar agreement with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries; (ix) contract constituting a fixed price deliverable contract that, together with related task orders, has a contract value of at least $5,000,000; (x) contract or any related task orders that subject to all reasonable assumptions (as of the date of this Agreement) upon which they are based and accounting for all anticipated related indirect cost (including selling general and administrative costs) could not reasonably be expected to be capable of performance in accordance with their terms without a material financial loss over the life of such contract or related task orders; (xi) any contract granting to the Company or any of its Subsidiaries or the other parties thereto any license or other right to use any material Intellectual Property Rights (other than a license to use off-the-shelf software) or any other material asset or right; (xii) any standstill agreement binding on the Company or its Subsidiaries; (xiii) contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; (xiv) contract with a third party for the resale or distribution of any of the Company’s products or services; or (xv) other contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make payments in the future in excess of $1,000,000 per annum or $2,000,000 during the life of the contract, or receive payments in the future in excess of $2,000,000 per annum or $5,000,000 during the life of the applicable contract. Each such contract described in clauses (i)-(xv) is referred to herein as a “Material Contract.” Table of Contents” (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Material Contract, Company Government Contract or Company Government Subcontract (and no event has occurred with which notice or lapse of time or both would constitute a default or violation by the Company or a Subsidiary of the Company), (ii) each of the Material Contracts, Company Government Contracts and Company Government Subcontracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (iii) the Company and its Subsidiaries have performed all respective material obligations required to be performed by them to date under the Material Contracts, Company Government Contracts and Company Government Subcontracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate any Material Contract. The Company has made available to Parent true and complete copies of each Material Contract, Company Government Contract and Company Government Subcontract, including all material amendments thereto, except to the extent such disclosure would violate the confidentiality provisions of such Material Contract. (c) With respect to each contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, for which (i) performance has not been or was not completed or (ii) final payment has not been or was not received, in either case, prior to the date that is three years prior to the date of this Agreement, and each outstanding bid, quotation or proposal by the Company or any of its Subsidiaries (each, a “Bid”) that if accepted or awarded could lead to a contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, including any facilities contract for the use of government-owned facilities (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 Entity for which (x) performance has not been or was not completed or (y) final payment has not been or was not received, in either case, prior to the date that is three years prior to 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 Entity (each such contract or Bid, a “Company Government Subcontract”): (i) each such Company Government Contract or Company Government Subcontract was to the Knowledge of the Company legally awarded, is binding on the parties thereto, and is in full force and effect, except any failure to be legally awarded or in full force and effect that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; provided that for purposes of this clause (i), the terms Company Government Contract and Company Government Subcontract shall not include any Bids; Table of Contents; (ii) there is no pending, and to the Knowledge of the Company no reasonable basis exists to give rise to a, (A) claim 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 other claim under the United States False Claims Act, or the United States Procurement Integrity Act or (B) claim under the United States Truth in Negotiations Act; (iii) neither the United States 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, or may have, breached or violated in any material respect any Law, certification, representation, clause, provision or requirement pertaining to such Company Government Contract 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 or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries has received any written notice of termination for convenience, written notice of termination for default, written cure notice or written show cause notice pertaining to such Company Government Contract or Company Government Subcontract, and the Company does not have Knowledge of any facts that could reasonably be expected to provide a basis for any such notice except any notice that, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; (v) no cost in excess of $500,000 incurred by the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has been questioned or challenged, is the specific subject of any audit or, to the Knowledge of the Company, investigation or has been disallowed by any government or governmental agency; (vi) no payment due to the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has been withheld or set off, and the Company and its Subsidiaries are entitled to all progress or other payments received to date with respect thereto, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; and (vii) the Company and its Subsidiaries have complied in all material respects 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 the functional equivalents thereof). Table of Contents. (d) Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of the respective directors, officers, employees, consultants or agents of the Company or any of its Subsidiaries, is currently, or within the past three years has been (i) under any material administrative, civil or criminal investigation, audit, inquiry, indictment or information request by any Governmental Entity (and, in each case, to the Knowledge of the Company no such investigation, audit, inquiry, indictment or information request has been threatened), in each case other than broad based routine audits or inquiries in the ordinary course or had a civil, criminal or other judgment rendered against them or (ii) the subject of any audit, inquiry or investigation by the Company or any of its Subsidiaries, in each case, with respect to any alleged material act or omission arising under or relating to any Company Government Contract or Company Government Subcontract and other than broad based routine audits or inquiries in the ordinary course or (iii) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or the functional equivalents thereof), from participation in the award of any contract with any Governmental Entity. To the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company, any Subsidiary of the Company or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Entity. (e) Neither the Company nor any of its Subsidiaries has received written notice of any (i) outstanding material claims (including claims relating to bid or award protest proceedings (or the functional equivalents thereof)) against the Company or any of its Subsidiaries, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Company Government Contract or Company Government Subcontract, and (ii) outstanding material claims or requests for equitable adjustment (or the functional equivalents thereof) or disputes (including claims, requests and formal disputes relating to bid or award protest proceedings) between the Company or any of its Subsidiaries, on the one hand, and the United States government, on the other hand, under the United States Contract Disputes Act, as amended, or any other Law or between the Company or any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Company Government Contract or Company Government Subcontract. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any adverse or negative past performance evaluations or ratings in connection with any Company Government Contract, Company Government Subcontract or other contract with a Governmental Entity within the past three years, except any evaluation or rating that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has (i) any interest in any pending or potential claim against any Governmental Entity or (ii) any interest in any pending claim against any prime contractor, subcontractor, vendor or other Person arising under or relating to any Company Government Contract or Company Government Subcontract, except for any claim in which the amount involved is not in excess of $1,000,000. (f) During the three years prior to the date of this Agreement there has not been any, and the Company does not have Knowledge of any facts that could reasonably be expected to give rise to, the revocation of any security clearance of the Company, any of its Subsidiaries or any director, officer, employee, distributor, consultant or agent of the Company or any of its Subsidiaries. Table of Contents. (g) As of the date of this Agreement neither the Company nor any of its Subsidiaries is a party to or bound by any contract that contains any Organizational Conflict of Interest (as defined by Subpart 9.5 of the Federal Acquisition Regulations, an “Organizational Conflict of Interest” ) provisions or, to the Knowledge of the Company, presents or would reasonably be expected to present an Organizational Conflict of Interest issue for Parent.

Material Contracts; Government Contracts. (a) As CCI has no Material Contracts. Schedule 3.12(a) is a true, complete and correct list of the date hereof, neither of Contracts to which the Company nor any of its Subsidiaries is a party or by which the Assets are bound which are material to or bound by any: the Business (each such Contract required to be disclosed on Schedule 3.12(a), a “Material Contract”): (i) contract (any Contract, other than this Agreement) agreements with vendors and suppliers, that would be required to be filed by the Company as a material contract pursuant reasonably anticipates will involve aggregate payments by or to Item 601(b)(10) the Company of Regulation S-K of the SEC; more than $50,000; (ii) except for this Agreementany lease, contract including the Leases, or other commitment license of real property; (iii) any lease or license of personal property involving annual lease payments in excess of $50,000; (iv) any Contract containing covenants limiting the freedom of or binding upon the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could bind Parent or any of its Affiliates) not respective Personnel to compete in or otherwise engage in any line of business or industry compete with any Person or in to maintain the confidentiality of any geographical area confidential information; (v) any distribution, franchise, license, sales, commission, consulting agency or otherwise; advertising Contract which is not cancelable on thirty (iii30) contract which creates a partnership, joint venture, strategic alliancecalendar days’ notice without payment or penalty; (vi) any Contract relating to, or instrument evidencing, any Indebtedness of the Company; (vii) any Contract relating to the sale or disposition of Assets (other than the sale of inventory or obsolete or worn-out Assets or Assets replaced in the Ordinary Course of Business consistent with Past Practice); (viii) any Contract relating to Intellectual Property Rights that are used or held for use in the operation of the Business; (ix) any joint venture Contract, partnership agreement, or limited liability company agreement or other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (x) any Contract providing for capital expenditures after the date hereof; (xi) any written warranty, guaranty or other similar arrangement undertaking of payment or performance extended or provided by the Company or CCI with respect to contractual performance or obligations of another Person, and any guarantee or undertaking of payment or performance extended or provided by another Person with regard to the contractual performance or obligations of the Company or CCI; (xii) any Contract with any labor union or other representative of Personnel; (xiii) any Contracts relating to the purchase of any business or Person (or all or any substantial portion of the assets of any business, business unit, facility or Person); (xiv) any Contract for any charitable or political contribution; (xv) any Contract with any present or former stockholder, director, officer, employee or consultant or for the employment of any Person, including any consultant; any Contract providing for the right of any current or former employee to receive benefits of any kind by reason of such employee’s employment with the Company; (xvi) any Contract which contains a “change in control” clause which would give rise to severance obligations or termination rights and any Contract that provides for the payment of any monies dependent upon either the consummation of the transactions contemplated herein or the consummation of any prior transaction involving the transfer of ownership of the Company’s stock; (xvii) any Contract with “take or pay” provisions, or “requirements” provisions committing a Person to provide the quantity of goods or services required by another Person; (xviii) any Contract with any sales agents or representatives or distributors; (xix) any Contract with any of CCI, Seller, Parent or any other Affiliate of the Company; (xx) (xx) any Contract with any vendor or supplier involving payments in full or on an annual basis in an amount exceeding $200,000; and (xxi) any other Contract which is material to the operation of the Business or ownership of the Assets. The Company and its Subsidiaries, taken as a whole or which creates any teaming arrangements with respect has delivered to the U.S. Air Force’s Flexible Acquisition Buyer true, correct and Sustainment Tool Follow On Program (F2ASTcomplete copies of all of the Material Contracts listed or required to be listed on Schedule 3.12(a), (iv) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $1,000,000; (v) contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of products in the ordinary course of business); (vi) collective bargaining agreement; (vii) contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (viii) settlement agreement or similar agreement with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries; (ix) contract constituting a fixed price deliverable contract that, together with related task orders, has a contract value of at least $5,000,000; (x) contract or any related task orders that subject to including all reasonable assumptions (as of the date of this Agreement) upon which they are based amendments and accounting for all anticipated related indirect cost (including selling general supplements and administrative costs) could not reasonably be expected to be capable of performance in accordance with their terms without a material financial loss over the life of such contract or related task orders; (xi) any contract granting to the Company or any of its Subsidiaries or the other parties thereto any license or other right to use any material Intellectual Property Rights (other than a license to use off-the-shelf software) or any other material asset or right; (xii) any standstill agreement binding on the Company or its Subsidiaries; (xiii) contract providing for indemnification (including any obligations to advance funds for expenses) of the current or former directors or officers of the Company or any of its Subsidiaries; (xiv) contract with a third party for the resale or distribution of any of the Company’s products or services; or (xv) other contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make payments in the future in excess of $1,000,000 per annum or $2,000,000 during the life of the contract, or receive payments in the future in excess of $2,000,000 per annum or $5,000,000 during the life of the applicable contract. Each such contract described in clauses (i)-(xv) is referred to herein as a “Material Contractschedules thereto.” Table of Contents (b) Except as has The Company is not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge Seller’s Knowledge, no other Person is in breach or violation of, or default under, any of the Material Contracts. Except as set forth on Schedule 3.12(b), each Material Contract is in full force and effect and: (i) is a valid agreement, arrangement or commitment of the Company which is a party thereto, enforceable against the Company, no subject to Bankruptcy Laws and Equitable Principles; and (ii) to the Seller’s Knowledge, is a valid agreement, arrangement or commitment of each other party is) in default under any Material Contractthereto, Company Government Contract enforceable against such party, subject to Bankruptcy Laws and Equitable Principles. No condition exists or Company Government Subcontract (and no event has occurred which, with which notice or lapse of time or both both, would constitute a default by the Company or, to the Seller’s Knowledge, any other Person under any Material Contract. Except for those consents or violation approvals that have been obtained by the Company or a Subsidiary of the Companyare listed on Schedule 3.12(b), (ii) each of the Material Contracts, Company Government Contracts and Company Government Subcontracts is in full force and effect, and is the valid, binding and enforceable obligation failure of the Company and its Subsidiaries, and to obtain the Knowledge consent or approval of the Company, of the other parties thereto, except that (x) such enforcement may be subject any party to applicable bankruptcy, reorganization, insolvency, moratorium any Contract listed or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (iii) the Company and its Subsidiaries have performed all respective material obligations required to be performed by them to date under the Material Contractslisted on Schedule 3.12(a) will not result in a default, Company Government Contracts and Company Government Subcontracts and are not (with termination, breach, price re-determination, renegotiation or without the lapse acceleration of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate any Material Contract. The Company has made available to Parent true and complete copies of each Material Contract, Company Government Contract and Company Government Subcontract, including all material amendments thereto, except to the extent such disclosure would violate the confidentiality provisions of such Material ContractContracts. (c) With respect to each contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, for which (i) performance CCI has not been or was not completed or (ii) final payment has not been or was not received, in either case, prior to the date that is three years prior to the date no Government Contracts. For purposes of this Agreement, and each outstanding bidthe term “Government Contract” means any Contract, quotation bid or proposal by the Company or any of its Subsidiaries (each, a “Bid”) that if accepted or awarded could lead to a contract between the Company or any of its Subsidiaries, on the one hand, and any (i) Governmental Entity, on the other handAuthority, including any facilities contract for the use of government-owned facilities or (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, ii) third party relating to a contract between such Person and Contract with any Governmental Entity for which (xAuthority. A true and complete list of the Government Contracts is set forth in Schedule 3.12(c) performance and the Company has not been or was not completed or (y) final payment has not been or was not received, in either case, prior made available to the date that is three years prior to Buyer as of the date hereof, true and correct copies 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 Entity (each such contract or Bid, a “Company Government Subcontract”): (i) Contract. With respect to each such Company Government Contract or Company Government Subcontract was to the Knowledge of the Company legally awarded, is binding on the parties thereto, and is in full force and effect, except any failure to be legally awarded or in full force and effect that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; provided that for purposes of this clause (i), the terms Company Government Contract and Company Government Subcontract shall not include any Bids; Table of Contents (ii) there is no pending, and to the Knowledge of the Company no reasonable basis exists to give rise to a, (A) claim for fraud (as the Company has complied with all terms and conditions of 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 other claim under the United States False Claims ActContract, including all clauses, provisions and requirements incorporated expressly by reference, or the United States Procurement Integrity Act or by operation of law therein; (B) claim under the United States Truth Company has complied with all requirements of all applicable Laws, or agreements pertaining to such Government Contract, including where applicable the “Cost Accounting Standards” disclosure statement of the Company; (C) all representations and certifications executed, acknowledged or set forth in Negotiations Act; or pertaining to such Government Contract were complete and correct as of their effective dates and the Company has complied with all such representations and certifications; (iiiD) neither the United States government nor any prime contractor, subcontractor subcontractor, vendor or other Person who is a party to a Government Contract has notified the Company or any of its Subsidiaries in writing that the Company or any of its Subsidiaries has, or may have, has breached or violated in any material respect any LawLaws, certification, representation, clause, provision or requirement pertaining to such Company Government Contract or Company Government Subcontract, and all facts set forth or acknowledged by any representations, claims or certifications submitted by or on behalf of Contract; (E) the Company or any of its Subsidiaries 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) neither the Company nor any of its Subsidiaries has not received any written notice of termination for convenience, written notice of termination for default, written cure notice or written notice, show cause or notice pertaining to such Company Government Contract or Company Government Subcontract, and the Company does not have Knowledge of any facts that could reasonably be expected to provide a basis for any such notice except any notice that, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; Contract; (vF) no cost in excess of $500,000 incurred by the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has been questioned or challenged, is the specific subject of any audit or, to the Knowledge of the Company, (other than routine cost incurred audits) or investigation or has been disallowed by any government or governmental agency; Governmental Authority; and (viG) no payment payments due to the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has have been withheld or set off, nor has any claim been made to withhold or set off money, and the Company and its Subsidiaries are is entitled to all progress or other payments received to date with respect thereto, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; and (vii) the Company and its Subsidiaries have complied in all material respects 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 the functional equivalents thereof). Table of Contents (d) Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of the respective directors, officers, employees, consultants or agents of the Company or any of its Subsidiaries, is currently, or within the past three years has been (i) under any material administrative, civil or criminal investigation, audit, inquiry, indictment or information request by any Governmental Entity (and, in each case, to the Knowledge of the Company no such investigation, audit, inquiry, indictment or information request has been threatened), in each case other than broad based routine audits or inquiries in the ordinary course or had a civil, criminal or other judgment rendered against them or (ii) the subject of any audit, inquiry or investigation by the Company or any of its Subsidiaries, in each case, with respect to any alleged material act or omission arising under or relating to any Company Government Contract or Company Government Subcontract and other than broad based routine audits or inquiries in the ordinary course or (iii) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or the functional equivalents thereof), from participation in the award of any contract with any Governmental Entity. To the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company, any Subsidiary of the Company or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Entity. (e) Neither the Company nor any of its Subsidiaries has received written notice of any (i) outstanding material claims (including claims relating to bid or award protest proceedings (or the functional equivalents thereof)) against the Company or any of its Subsidiaries, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Company Government Contract or Company Government Subcontract, and (ii) outstanding material claims or requests for equitable adjustment (or the functional equivalents thereof) or disputes (including claims, requests and formal disputes relating to bid or award protest proceedings) between the Company or any of its Subsidiaries, on the one hand, and the United States government, on the other hand, under the United States Contract Disputes Act, as amended, or any other Law or between the Company or any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Company Government Contract or Company Government Subcontract. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any adverse or negative past performance evaluations or ratings in connection with any Company Government Contract, Company Government Subcontract or other contract with a Governmental Entity within the past three years, except any evaluation or rating that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has (i) any interest in any pending or potential claim against any Governmental Entity or (ii) any interest in any pending claim against any prime contractor, subcontractor, vendor or other Person arising under or relating to any Company Government Contract or Company Government Subcontract, except for any claim in which the amount involved is not in excess of $1,000,000. (f) During the three years prior to the date of this Agreement there has not been any, and the Company does not have Knowledge of any facts that could reasonably be expected to give rise to, the revocation of any security clearance of the Company, any of its Subsidiaries or any director, officer, employee, distributor, consultant or agent of the Company or any of its Subsidiaries. Table of Contents (g) As of the date of this Agreement neither the Company nor any of its Subsidiaries is a party to or bound by any contract that contains any Organizational Conflict of Interest (as defined by Subpart 9.5 of the Federal Acquisition Regulations, an “Organizational Conflict of Interest” ) provisions or, to the Knowledge of the Company, presents or would reasonably be expected to present an Organizational Conflict of Interest issue for Parent.

Material Contracts; Government Contracts. (aExcept for the contracts, agreements, licenses and other Contractual Obligations set forth on Schedule 6.24(a) As as of the date hereofFifth Amendment Effective Date, neither none of the Company nor any of its Issuer and itsNote Parties and their Subsidiaries is a party to or bound by any: (i) contract (other than this Agreement) that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (ii) except for this Agreementto, contract or other commitment containing covenants of or binding upon the Company or any of its Subsidiaries property is bound by, (x) any contract, agreement, license or whichother Contractual Obligation that is anticipated to contribute more than $1,000,000 of revenue on an annual basis or require payment of more than $1,000,000 in any year or (y) any contract, following agreement, license or other Contractual Obligation to which the consummation of the MergerIssuerany Note Party or any Subsidiary is a party, could bind Parent or any of its Affiliates) not to compete in property is bound by, and the breach, nonperformance or otherwise engage in any line cancellation of business or industry or in any geographical area or otherwise; (iii) contract which creates a partnership, joint venture, strategic alliancewhich, or similar arrangement that is material the failure of which to the Company and its Subsidiariesrenew, taken could reasonably be expected to have a Material Adverse Effect. Except as a whole or which creates any teaming arrangements with respect to the U.S. Air Force’s Flexible Acquisition and Sustainment Tool Follow On Program (F2ASTset forth on Schedule 6.24(b), (iv) indenturenone of the Issuer or itsNote Parties or their Subsidiaries is party to, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $1,000,000; (v) contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of products in the ordinary course of business); (vi) collective bargaining agreement; (vii) contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicableproperty bound by, any equity interests of any Person; (viii) settlement agreement or similar agreement with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries; (ix) contract constituting a fixed price deliverable contract thatcontract, together with related task ordersagreement, has a contract value of at least $5,000,000; (x) contract or any related task orders that subject to all reasonable assumptions (as of the date of this Agreement) upon which they are based and accounting for all anticipated related indirect cost (including selling general and administrative costs) could not reasonably be expected to be capable of performance in accordance with their terms without a material financial loss over the life of such contract or related task orders; (xi) any contract granting to the Company or any of its Subsidiaries or the other parties thereto any license or other Contractual Obligation (1) providing for the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limits the Issuerany Note Party or any Subsidiary’s exclusive right to use any material Intellectual Property Rights develop, manufacture, assemble, distribute, market or sell its products, (other than a license to use off-the-shelf software2) containing limitations on the Issuerany Note Party’s or any other material asset Subsidiary’s ability to compete in any business or right; (xii) activity or with any standstill agreement binding on Person or in any geographic area or during any period of time, or that limits the Company or its Subsidiaries; (xiii) contract providing for indemnification (including any obligations to advance funds for expenses) ability of the current Issuerany Note Party or former directors any Subsidiary to own, operate, sell, transfer, pledge or officers otherwise dispose of or encumber any asset, (3) containing a “most favored nation” or “most favored customer” clause or (4) containing any sole source or exclusive supplier obligations for goods or services supplied to the Issuerany Note Party or any Subsidiary. The consummation of the Company or any transactions contemplated by the Note Documents will not give rise to a right of its Subsidiaries; (xiv) contract with a third party for the resale or distribution termination in favor of any of the Company’s products or services; or (xv) other contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated party to make payments in the future in excess of $1,000,000 per annum or $2,000,000 during the life of the contract, or receive payments in the future in excess of $2,000,000 per annum or $5,000,000 during the life of the applicable contract. Each such contract described in clauses (i)-(xv) is referred to herein as a “Material Contract.” Table of Contents (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in default under any Material Contract, Company Government . Each Material Contract or Company Government Subcontract (and no event has occurred with which notice or lapse of time or both would constitute a default or violation by the Company or a Subsidiary of the Company), (iia) each of the Material Contracts, Company Government Contracts and Company Government Subcontracts is in full force and effecteffect and is binding upon and enforceable against the Issuer and itsNote Parties and their Subsidiaries party thereto and, to the knowledge of any Note Party, all other parties thereto in accordance with its terms, and (b) is not currently subject to any material breach or default by the validIssuerany Note Party or any Subsidiary or, binding and enforceable obligation to the knowledge of any Note Party, any other party thereto. None of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (iii) the Company and its Subsidiaries have performed all respective material obligations required to be performed by them to date under the Material Contracts, Company Government Contracts and Company Government Subcontracts and are not (with or without the lapse of time or the giving of notice, or both) in breach thereunder and (iv) neither the Company IssuerNo Note Party nor any of its Subsidiaries has received taken or failed to take any notice of termination with respect toaction that would permit any other Person party to any Material Contract to have, and, to the Knowledge knowledge of any Note Party, no such Person otherwise has, any defenses, counterclaims or rights of setoff thereunder. No Note Party or Subsidiary is currently in, and the execution and delivery of the CompanyNote Documents and the consummation of the transactions contemplated thereby will not result in, no party has threatened to terminate any Material Contract. The Company has made available to Parent true and complete copies material violation, breach or default of each Material Contract, Company Government Contract and Company Government Subcontract, including all material amendments thereto, except to the extent such disclosure would violate the confidentiality provisions any term or provision of such Material Contract. (c) With respect to each contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, for which (i) performance has not been or was not completed or (ii) final payment has not been or was not received, in either case, prior to the date that is three years prior to the date of this Agreement, and each outstanding bid, quotation or proposal by the Company or any of its Subsidiaries (each, a “Bid”) that if accepted or awarded could lead to a contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Entity, on the other hand, including any facilities contract for the use of government-owned facilities (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 Entity for which (x) performance has not been or was not completed or (y) final payment has not been or was not received, in either case, prior to the date that is three years prior to 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 Entity (each such contract or Bid, a “Company Government Subcontract”): (i) each such Company Government Contract or Company Government Subcontract was Subcontract. All representations and certifications with respect to the Knowledge of the Company legally awarded, is binding on the parties thereto, and is in full force and effect, except any failure to be legally awarded or in full force and effect that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect; provided that for purposes of this clause (i), the terms Company Government Contract and Company Government Subcontract shall not include any Bids; Table of Contents (ii) there is no pending, and to the Knowledge of the Company no reasonable basis exists to give rise to a, (A) claim 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 other claim under the United States False Claims Act, or the United States Procurement Integrity Act or (B) claim under the United States Truth in Negotiations Act; (iii) neither the United States 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, or may have, breached or violated in any material respect any Law, certification, representation, clause, provision or requirement pertaining to such Company Government Contract or Company Government Subcontract, and all facts set forth or acknowledged made by any representations, claims Note Party or certifications submitted by or on behalf of the Company or any of its Subsidiaries in connection with such Company Government Contract or Company Government Subcontract Subsidiary were current, accurate and complete in all material respects on the date of submission; (iv) neither the Company nor any of its Subsidiaries has received any written notice of termination for convenience, written notice of termination for default, written cure notice or written show cause notice pertaining to such Company Government Contract or Company Government Subcontractwhen made, and the Company does not have Knowledge of any facts that could reasonably be expected to provide a basis for any each Note Party and Subsidiary has complied in all material respects with all such notice except any notice that, individually or in the aggregate, representations and certifications. Each Note Party and Subsidiary has not had, and would not reasonably be expected to have a Material Adverse Effect; (v) no cost in excess of $500,000 incurred by the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has been questioned or challenged, is the specific subject of any audit or, to the Knowledge of the Company, investigation or has been disallowed by any government or governmental agency; (vi) no payment due to the Company or any of its Subsidiaries pertaining to such Company Government Contract or Company Government Subcontract has been withheld or set off, and the Company and its Subsidiaries are entitled to all progress or other payments received to date with respect thereto, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have a Material Adverse Effect; and (vii) the Company and its Subsidiaries have complied in all material respects with all requirements of such Company the Government Contract Contracts or Company Government Subcontract Subcontracts and any Law law relating to the safeguarding of, and access to, classified information (and sensitive but unclassified information. No Note Party nor Subsidiary has been suspended or debarred from bidding on contracts or subcontracts with any governmental entity in connection with the functional equivalents thereof). Table of Contents (d) Neither the Company nor any conduct of its Subsidiaries, nor to the Knowledge of the Company, any of the respective directors, officers, employees, consultants business; no such suspension or agents of the Company or any of its Subsidiaries, is currently, or within the past three years debarment has been (i) under any material administrative, civil or criminal investigation, audit, inquiry, indictment or information request by any Governmental Entity (and, in each caseinitiated or, to the Knowledge knowledge of such Note Party or Subsidiary, threatened. To the knowledge of the Company no such investigation, audit, inquiry, indictment or information request has been threatened), in each case other than broad based routine audits or inquiries in the ordinary course or had a civil, criminal or other judgment rendered against them or (ii) the subject of any audit, inquiry or investigation by the Company or any of its Note Parties and their Subsidiaries, in each case, with respect to there is no ongoing proceeding by any alleged material act or omission arising under or governmental entity relating to any Company Government Contract or Company Government Subcontract and other than broad based routine audits or inquiries in the ordinary course or (iii) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or the functional equivalents thereof), from participation in the award violation of any contract with any Governmental Entity. To the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company, any Subsidiary of the Company or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Entity. (e) Neither the Company nor any of its Subsidiaries has received written notice of any (i) outstanding material claims (including claims relating to bid or award protest proceedings (or the functional equivalents thereof)) against the Company or any of its Subsidiaries, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or law relating to any Company Government Contract or Company Government Subcontract, and (ii) . There are no outstanding material written claims between any Note Party or requests for equitable adjustment (or the functional equivalents thereof) or disputes (including claims, requests and formal disputes relating to bid or award protest proceedings) between the Company or any of its Subsidiaries, on the one hand, and the United States government, on the other hand, under the United States Contract Disputes Act, as amended, or any other Law or between the Company or any of its Subsidiaries, on the one hand, Subsidiary and any prime contractor, subcontractor, vendor or other Person, on the other hand, third party arising under or relating to any Company Government Contract or Company Government Subcontract. To the Knowledge Each of the Company, neither the Company nor any of its Note Parties and their Subsidiaries has received any adverse or negative past performance evaluations or ratings complied with proprietary marking requirements of governmental entities for proposal submissions in connection with any Company response to solicitations and deliverable submissions under Government Contract, Company Contracts and Government Subcontract or other contract with a Governmental Entity within the past three years, except any evaluation or rating that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has (i) any interest in any pending or potential claim against any Governmental Entity or (ii) any interest in any pending claim against any prime contractor, subcontractor, vendor or other Person arising under or relating to any Company Government Contract or Company Government Subcontract, except for any claim in which the amount involved is not in excess of $1,000,000Subcontracts. (f) During the three years prior to the date of this Agreement there has not been any, and the Company does not have Knowledge of any facts that could reasonably be expected to give rise to, the revocation of any security clearance of the Company, any of its Subsidiaries or any director, officer, employee, distributor, consultant or agent of the Company or any of its Subsidiaries. Table of Contents (g) As of the date of this Agreement neither the Company nor any of its Subsidiaries is a party to or bound by any contract that contains any Organizational Conflict of Interest (as defined by Subpart 9.5 of the Federal Acquisition Regulations, an “Organizational Conflict of Interest” ) provisions or, to the Knowledge of the Company, presents or would reasonably be expected to present an Organizational Conflict of Interest issue for Parent.