Exhibit 4.1 INDEPENDENT CONTRACTOR AGREEMENT BRUCE W. BARREN (THE EMCO/HANOVER GROUP,INC.) This Independent Contractor Agreement ("Agreement") is entered into this 4th day of February, by and between SYS, a California corporation (hereinafter "SYS...Independent Contractor Agreement • March 25th, 1999 • Sys • Services-prepackaged software • California
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2007 • Sys • Services-prepackaged software • California
This EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2007, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Cliff Cooke, (“Employee”), collectively the “Parties.” The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.
VOTING AGREEMENTVoting Agreement • February 22nd, 2008 • Sys • Services-prepackaged software • Delaware
This Voting Agreement (“Agreement”) is made and entered into as of February 20, 2008, by and between SYS, a California corporation (“Company”), and the undersigned Stockholder (“Stockholder”) of Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Parent”). Certain capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • February 22nd, 2008 • Sys • Services-prepackaged software • Delaware
This Voting Agreement (“Agreement”) is made and entered into as of February 20, 2008, by and between Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Parent”) and, the undersigned shareholder (“Shareholder”) of SYS, a California corporation (the “Company”). Certain capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Kratos Defense & Security Solutions, Inc., a Delaware corporation; White & Shadow, Inc., a California corporation; and SYS, a California corporation Dated as of February 20, 2008Merger Agreement • February 22nd, 2008 • Sys • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER AMONG SYS, SHADOW RESEARCH INTERNATIONAL, INC. A WHOLLY OWNED SUBSIDIARY OF SYS, POLEXIS, INC. AND THE POLEXIS PRINCIPAL STOCKHOLDERS March 31, 2004Merger Agreement • April 19th, 2004 • Sys • Services-prepackaged software • California
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of March 31, 2004, by and among SYS, a California corporation ("SYS"); Shadow Research International, Inc., a Delaware corporation and a wholly owned subsidiary of SYS ("Subcorp"); Polexis, Inc., a California corporation ("Polexis"); Michael Glasgow, an individual resident in the State of California, Rich Kadel, an individual resident in the State of California, Carlos Persichetti, an individual resident in the State of California, and John Marsh, an individual resident in the State of California (collectively, the "Polexis Principal Common Stockholders"); Nextreme Ventures, LLC, a Delaware limited liability company, Amir Moussavian, an individual resident in the State of California, Ellumina, LLC, a Delaware limited liability company, BridgeWest, LLC, a Delaware limited liability company, Gladehill Development Corp., a Nevada corporation, Hayden Trubitt, an individual resident in the State of California,
LICENSING AGREEMENTLicensing Agreement • June 5th, 2003 • Sys • Services-prepackaged software • Virginia
This Agreement, entered into as of January 8, 2003, is made between C-CUBED Corporation, a Virginia corporation ("C-CUBED") having its principal place of business at 6800 Versar Center, Suite 300, Springfield, Virginia 22151 and SYS Technologies, Inc. a California corporation ("SYS") having its principal place of business at 9620 Chesapeake Drive, Suite 201, San Diego, California 92123.
EMPLOYMENT AGREEMENTEmployment Agreement • May 24th, 2002 • Sys • Services-prepackaged software
This Agreement is entered into by and between SYS, a California corporation (the "Company"), and Linda Gagnon ("Employee") as of May 7, 2001 ("Effective Date").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2005 • Sys • Services-prepackaged software • California
This Securities Purchase Agreement (this "Agreement") is dated as of May 27, 2005, among SYS, a California corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Kratos Defense & Security Solutions, Inc., a Delaware corporation; White & Shadow, Inc., a California corporation; and SYS, a California corporation Dated as of February 20, 2008Agreement and Plan of Merger and Reorganization • February 22nd, 2008 • Sys • Services-prepackaged software • Delaware
ASSET PURCHASE AND SALE AGREEMENT AMONG SYS AND cVIDEO, INC. AND CERTAIN OF THE STOCKHOLDERS OF cVIDEO, INC. November 10, 2005Asset Purchase Agreement • February 14th, 2006 • Sys • Services-prepackaged software • California
This Asset Purchase and Sale Agreement (this “Agreement”) is made and entered into as of November 10, 2005 by and among SYS, a California corporation (“Buyer” or “SYS”); cVideo, Inc., a Delaware corporation (“Seller” or “cVideo);” and Alfonso Tumini (“Tumini”), Nelson Faller, individually and as Trustee of the Faller Family Trust (“Faller”), Richard Sulpizio, individually and as Trustee of the Sulpizio Family Trust (“Sulpizio”), and Cubic Corporation, a Delaware corporation (“Cubic”), each of whom is a stockholder of cVideo, with regard to the acquisition by SYS of all of the assets and specified liabilities of cVideo, Inc. Such stockholders are referred to individually herein as a “Stockholder,”“Shareholder” or “cVideo Stockholder” and, collectively, as the “Stockholders,”“Shareholders” or “cVideo Stockholders.” cVideo and the Stockholders are sometimes collectively referred to herein as “the Seller Parties.”
EXHIBIT A FORM OF NOTE FOR SINGLE UNIT INVESTMENTUnsecured Subordinated Convertible Note • February 17th, 2006 • Sys • Services-prepackaged software • California
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYS THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PURCHASE AGREEMENT AMONG SYS AND TESTMASTERS, INC. AND LARRY W. COOKE MAY 4, 2001Stock Purchase Agreement • May 24th, 2002 • Sys • Services-prepackaged software • California
ContractWarrant Agreement • June 3rd, 2005 • Sys • Services-prepackaged software
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
AGREEMENT AND PLAN OF MERGER BY AND AMONG SYS, SHADOW IV, INC., AI METRIX, INC., THE MAJORITY STOCKHOLDERS, SOLELY FOR PURPOSES OF SECTIONS 4.32, 5.2(c) AND 5.3(d) AND ARTICLES VII, IX AND X AND VICTOR E. PARKER, AS THE STOCKHOLDER REPRESENTATIVE...Merger Agreement • October 18th, 2006 • Sys • Services-prepackaged software • New York
SYS SUBSCRIPTION AGREEMENTSubscription Agreement • February 17th, 2006 • Sys • Services-prepackaged software • California
This subscription is concurrent with, and part of similar Subscription Agreements, which relate to, an offering of up to $7,000,000 in aggregate Purchase Price (the “Offering”). There is no minimum amount and units will be issued as proceeds are received. The following terms and conditions apply to this subscription.
SYS SUBSCRIPTION AGREEMENTSubscription Agreement • May 24th, 2002 • Sys • Services-prepackaged software • California
This subscription is concurrent with, and part of similar Subscription Agreements which relate to, an offering of up to $1,500,000 in aggregate Purchase Price (the "Offering"). A closing hereunder may not take place unless the Company simultaneously receives aggregate net proceeds of $300,000 from other subscribers in the Offering.
Subordination AgreementSubordination Agreement • February 17th, 2006 • Sys • Services-prepackaged software • California
SYS (“Borrower”) is indebted to the undersigned (“Creditor”) in the principal sum of [____________] Dollars ($[____________]) evidenced by a promissory note which indebtedness is unsecured and Creditor is or may become financially interested in Borrower and desires to aid Borrower in obtaining or having continued financial accommodations, whether by way of loan, commitment to loan, discounting of instruments, extensions of credit or the obtaining of any other financial aid from Comerica Bank (“Bank”).
SYS SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2004 • Sys • Services-prepackaged software • California
This subscription is concurrent with, and part of similar Subscription Agreements, which relate to, an offering of up to $3,000,000 in aggregate Purchase Price (the "Offering"). There is no minimum amount and units will be issued as proceeds are received. The following terms and conditions apply to this subscription.
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • August 18th, 2005 • Sys • Services-prepackaged software • California
This Restricted Stock Purchase Agreement ("Agreement") is entered into as of August 16, 2005, by and between SYS, a California corporation (SYS or the "Company") and Ben Goodwin (the "Purchaser").
AGREEMENT AND PLAN OF MERGER AMONG SYS, SHADOW II, INC. A WHOLLY-OWNED SUBSIDIARY OF SYS, LOGIC INNOVATIONS, INC. AND THE STOCKHOLDERS OF LOGIC INNOVATIONS, INC. NOVEMBER 7, 2005Merger Agreement • February 14th, 2006 • Sys • Services-prepackaged software • California
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 7, 2005 by and among SYS, a California corporation (“Buyer” or “SYS”); Shadow II, Inc., a California corporation and a wholly-owned subsidiary of SYS (“Subcorp”), Logic Innovations, Inc., a California corporation (“Logic”), and the following persons, who constitute all of the shareholders of Logic and are referred to collectively herein as the “Stockholders,” the “Shareholders,” or the “Logic Stockholders,” and individually as “Stockholder,”“Shareholder,” or “Logic Stockholder:” Charles P. Mrdjenovich and Jamie L. Curtis, joint tenants and residents of the State of California; Theo H. Aukerman and Charlene A. Aukerman, joint tenants and residents of the State of California; Phillip A. England and Lisa K. England, joint tenants and residents of the State of California; Rebecca Blankinship, an individual and resident in the State of California; Michael Gehlen and Dwityani S. Gehlen, joint tenants
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase Agreement • February 7th, 2005 • Sys • Services-prepackaged software • California
THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made, effective as of December 15, 2004, by and between SYS, a California corporation ("Buyer" or "SYS") and Xsilogy, Inc., a Delaware corporation ("Seller" or "Xsilogy") with reference to the following:
STOCK PURCHASE AGREEMENT BY AND BETWEEN SYS AND THE SOLE STOCKHOLDER OF REALITY BASED IT SERVICES, LTD. APRIL 2, 2006Stock Purchase Agreement • April 6th, 2006 • Sys • Services-prepackaged software • California
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of April 2, 2006 by and among SYS, a California corporation (“Buyer” or “SYS”), and Gary E. Murphy, an individual residing in the State of Maryland, who is the sole shareholder of Reality Based IT Services, Ltd. (“RBIS, Ltd.”) and is referred to herein as the “Stockholder,” the “Shareholder,” or the “RBIS, Ltd. Stockholder.”
EXHIBIT A FORM OF NOTEConvertible Note • May 24th, 2002 • Sys • Services-prepackaged software • California
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYS THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2005 • Sys • Services-prepackaged software • California
This Registration Rights Agreement (this "Agreement") is made and entered into as of May 27, 2005, by and among SYS, a California corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 7th, 2005 • Sys • Services-prepackaged software • California
This Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 3, 2005 by and among SYS, a California corporation ("Buyer" or "SYS"); Shadow I, Inc., a California corporation and a wholly-owned subsidiary of SYS ("Subcorp"), Antin Engineering, Inc., a California corporation ("Antin"), and Janathin A. Miller, an individual resident in the State of California ("Miller"), Pericles Haleftiras, an individual resident in the State of California ("Haleftiras"), Paul D. White, an individual resident in the State of California ("White"), Victor M. Wilson, an individual resident in the State of Nevada ("Wilson"), Judith L. Smith, an individual resident in the State of California ("Smith"), John D. Dunaway, an individual resident in the State of Virginia ("Dunaway"), James M. Bennett, an individual resident in the State of Virginia ("Bennett"), and Albert J. Ford, an individual resident in the State of Virginia ("Ford"), who constitute all of the shareholders of Antin
