AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • May 15th, 2012 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • Delaware
THIS AMENDMENT NO. 1 (the “Amendment”), dated as of May 14, 2012, to the Rights Agreement (the “Rights Agreement”), dated as of December 16, 2004, between Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (the “Rights Agent”), is being executed at the direction of the Company.
STANDSTILL AGREEMENTStandstill Agreement • May 15th, 2012 • Kratos Defense & Security Solutions, Inc. • Communications services, nec • Delaware
This Standstill Agreement (this “Agreement”) is made and entered into as of May 14, 2012 between Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Company”), Bandel Carano, a director of the Company (“Director”), and the following Affiliates of the Director: Oak Investment Partners IX, L.P., Oak IX Affiliates Fund, L.P., Oak IX Affiliates Fund-A, L.P. (collectively, the “Oak IX Funds”), Oak X Affiliates Fund, L.P., Oak Investment Partners X, L.P. (collectively, the “Oak X Funds”), and Oak Investment Partners XIII, L.P. (the “Oak XIII Fund”). Director, the Oak IX Funds, the Oak X Funds, and the Oak XIII Fund are collectively referred to herein as the “Oak Parties”. The Company and the Oak Parties are referred to herein as the “Parties.”
