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  Exhibit 10.1    
    


$225,000,000  


 KRATOS DEFENSE & SECURITY SOLUTIONS, INC.  


 10% Senior Secured Notes due 2017  


PURCHASE AGREEMENT  


May 12,
2010 


JEFFERIES &
COMPANY, INC.

    As Representative of the

    Initial Purchasers listed in

    Schedule I hereto

c/o Jefferies & Company, Inc.

520 Madison Avenue

New York, New York 10022 


Ladies
and Gentlemen: 



        KRATOS
DEFENSE & SECURITY SOLUTIONS, INC., a Delaware corporation (the "Company"), and each of the Guarantors (as
hereinafter defined) hereby agree with you as follows: 


        1.    Issuance of Notes.    Subject to the terms and conditions herein
contained, the Company proposes to issue and sell to Jefferies & Company, Inc. ("Jefferies"), B. Riley & Co., LLC,
Imperial Capital, LLC, Keybanc Capital Markets Inc. and Noble International Investments, Inc. (each an "Initial Purchaser" and
collectively, the "Initial Purchasers") $225,000,000 aggregate principal amount of 10% Senior Secured Notes due 2017 (each a
"Note" and, collectively, the "Notes") in each case, in an aggregate principal amount of Notes set forth
opposite the name of such Initial Purchaser on Schedule I hereto. The Notes will be issued pursuant to an indenture (the
"Indenture"), to be dated as of May 19, 2010, by and among the Company, the Guarantors party thereto and Wilmington Trust FB, as trustee (the
"Trustee"). Capitalized terms used, but not defined herein, shall have the meanings set forth in the "Description of the Notes" section of the Final
Offering Memorandum (as hereinafter defined). The proceeds of the Notes will be used to finance the acquisition (the "Acquisition") of Gichner
Holdings, Inc. and its subsidiaries (each, a "Gichner Entity" and collectively, "Gichner")
pursuant to a Stock Purchase Agreement, dated as of April 12, 2010, between the Company and the Stockholders of Gichner (the "Stock Purchase
Agreement"), refinance certain indebtedness and related transactions, as described under the caption "Summary—The Transactions" in the Final Offering Memorandum. 


        The
Notes will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and the rules and
regulations of the Securities and Exchange Commission (the "SEC") thereunder (collectively, the "Securities
Act"). Upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes shall bear the
legends set forth in the final offering memorandum, dated the date hereof (the "Final Offering Memorandum"). The Company has prepared a preliminary
offering memorandum, dated May 3, 2010 (the "Preliminary Offering Memorandum"), (ii) a pricing term sheet, dated the date hereof, attached
hereto as Schedule II, which includes pricing terms and other information with respect to the Notes (the "Pricing
Supplement"), and (iii) the Final Offering Memorandum, in each case, relating to the offer and sale of the Notes (the
"Offering"). All references in this Agreement to the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum
include, unless expressly stated otherwise, (i) all amendments or supplements thereto, (ii) all documents, financial statements and schedules and other information contained,
incorporated by reference or deemed incorporated by reference therein (and references in this Agreement to such information being "contained," "included" or "stated" (and other 







 



references
of like import) in the Preliminary Offering Memorandum, the Time of Sale Document or the Final Offering Memorandum shall be deemed to mean all such information contained, incorporated by
reference or deemed incorporated by reference therein), (iii) any electronic Time of Sale Document or Final Offering Memorandum and (iv) any offering memorandum "wrapper" to be used in
connection with offers to sell, solicitations of offers to buy or sales of the Notes in non-U.S. jurisdictions. The Preliminary Offering Memorandum and the Pricing Supplement are
collectively referred to herein as the "Time of Sale Document." 


        Concurrently
with the issuance of the Securities (as defined below), the Company will enter into a new $25.0 million revolving credit facility (the "New
Credit Facility"). 


        2.    Terms of Offering.    The Initial Purchasers have advised the
Company, and the Company understands, that the Initial Purchasers will make offers to sell (the "Exempt Resales") some or all of the Notes purchased by
the Initial Purchasers hereunder on the terms set forth in the Final Offering Memorandum to persons (the "Subsequent Purchasers") whom the Initial
Purchasers reasonably believe (i) are "qualified institutional buyers" ("QIBs") (as defined in Rule 144A under the Securities Act), or
(ii) are not "U.S. persons" (as defined in Regulation S under the Securities Act) and in compliance with the laws applicable to such persons in jurisdictions outside of the United
States. 


        Pursuant
to the Indenture, all Domestic Restricted Subsidiaries of the Company shall fully and unconditionally guarantee, on a senior secured basis, to each holder of the Notes and the
Trustee, the payment and performance of the Company's obligations under the Indenture and the Notes (each such
subsidiary being referred to herein as a "Guarantor" and each such guarantee being referred to herein as a
"Guarantee" and, together with the Notes, the "Securities"). 


        Pursuant
to the terms of the Collateral Agreements, all of the obligations under the Securities and the Indenture will be secured by a lien and security interest in substantially all of
the assets of the Company and the Guarantors (except for a prior ranking lien by the lenders under the New Credit Facility on certain of the Company's working capital assets and any other Permitted
Liens). 


        Holders
of the Notes (including Subsequent Purchasers) will have the registration rights set forth in the registration rights agreement applicable to the Notes (the
"Registration Rights Agreement") in the form attached as Exhibit A hereto, to be executed on and
dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to file with the SEC (a) a registration
statement under the Securities Act (the "Exchange Offer Registration Statement") relating to notes to be offered in exchange for the Notes (the
"Exchange Notes") which shall be identical to the Notes, except that the Exchange Notes shall have been registered pursuant to the Exchange Offer
Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the "Exchange
Offer"), and/or (b) under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the "Shelf
Registration Statement") relating to the resale by certain holders of the Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to
the Initial Purchasers (the "Private Exchange Notes"). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will
be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement. 


        This
Agreement, the Indenture, the Collateral Agreements, the Registration Rights Agreement, the Notes, the Guarantees, the Engagement Letter dated April 16, 2010 (the
"Engagement Letter") between the Company and Jefferies, the Exchange Notes and the Private Exchange Notes are collectively referred to herein as the
"Documents", and the transactions contemplated hereby and thereby are collectively referred to herein as the
"Transactions." Nothing in this Agreement should be read to limit or otherwise modify the terms and provisions of the Engagement Letter,  provided that, in
the event any 


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terms
of the Engagement Letter are inconsistent with or contradict any terms of this Agreement, this Agreement shall govern. 


        3.    Purchase, Sale and Delivery.    On the basis of the
representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the
Initial Purchasers agree to purchase from the Company, the Securities at a purchase price of 97.0% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the
Securities shall be made at a closing (the "Closing") to be held at 10:00 a.m., New York time, on May 19, 2010 (the
"Closing Date") at the New York offices of
White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers); provided,  however, that if the Closing
has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in
Section 7 hereof and this Agreement has not otherwise been terminated by the Initial Purchasers in accordance with its terms, "Closing Date" shall mean 10:00 a.m. New York time on the
first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchasers of the satisfaction (or waiver) of such conditions. 


        The
Company shall deliver to the Initial Purchasers one or more certificates representing the Securities in definitive form, registered in such names and denominations as the Initial
Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the
Company shall designate to the Initial Purchasers at least two business days prior to the Closing. The certificates representing the Securities in definitive form shall be made available to the
Initial Purchasers for inspection at the New York offices of White & Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than
10:00 a.m. New York time one business day immediately preceding the Closing Date. Securities to be represented by one or more definitive global securities in book-entry form will be
deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company ("DTC") or its designated custodian, and registered in
the name of Cede & Co. 


        4.    Representations and Warranties of the Company and the
Guarantors.    Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agrees with, the Initial Purchasers that, as of the date
hereof and as of the Closing Date: 


	(a)
	Offering Materials Furnished to Initial Purchasers. The Company has delivered to the Initial Purchasers the
Time of Sale Document, the Final Offering Memorandum and each Company Additional Written Communication (as hereinafter defined) in such quantities and at such places as the Initial Purchasers have
reasonably requested.



	(b)
	Limitation on Offering Materials. The Company has not prepared, made, used, authorized, approved or
distributed and will not, and will not cause or allow its agents or representatives to, prepare, make, use, authorize, approve or distribute any written communication that constitutes an offer to sell
or a solicitation of an offer to buy the Securities, or otherwise is prepared to market the Securities, other than (i) the Time of Sale Document, (ii) the Final Offering Memorandum and
(iii) any marketing materials (including any roadshow or investor presentation materials) or other written communications, in each case used in accordance with Section 5(c) hereof (each
such communication by the Company or its agents or representatives described in this clause (iii), a "Company Additional Written Communication").



	(c)
	No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Applicable Time, did
not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material 


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fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each Company Additional Written Communication, when taken
together with the Time of Sale Document, at the time such Company Additional Written Communication was made did not, and, at the Closing Date, will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations
and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchasers and furnished to the
Company in writing by the Initial Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 13. No injunction or order has been issued
that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the
Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from
the Time of Sale Document, and no statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. "Applicable Time" means 2:25 p.m. New
York City time, on the date hereof or such other time as may be agreed upon in writing by the Company and Jefferies.  



	(d)
	Documents Incorporated by Reference. The documents incorporated or deemed to be incorporated by reference in
the Time of Sale Document and the Final Offering Memorandum, at the time they were or hereafter are filed with the SEC, complied and will comply, in all material respects with the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder (collectively, the "Exchange Act"). There are no
contracts or other documents required to be described in such incorporated documents or to be filed as exhibits to such incorporated documents which have not been described or filed as required.



	(e)
	Reporting Compliance. The Company is subject to, and is in full compliance in all material respects with,
the reporting requirements of Section 13 and Section 15(d), as applicable, of the Exchange Act.



	(f)
	Preparation of the Financial Statements. The audited consolidated financial statements and related notes of
each of Gichner and the Company contained in the Time of Sale Document and the Final Offering Memorandum (the "Financial Statements") present fairly in all material respects the financial position,
results of operations and cash flows of each of Gichner and the Company and its consolidated Subsidiaries, respectively, as of the respective dates and for the respective periods to which they apply
and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (subject, in the case of Gichner's interim financial statements, to normal recurring
year-end adjustments and the absence of notes) and the applicable requirements of Regulation S-X. The financial data set forth under the captions "Summary Historical and
Pro Forma Consolidated Financial Data" and "Selected Historical Consolidated Financial Data of Kratos" in the Time of Sale Document and the Final Offering Memorandum with respect to the Company and
its consolidated Subsidiaries has been prepared on a basis consistent with that of the Financial Statements and present fairly in all material respects the financial position and results of operations
of the Company and its consolidated Subsidiaries as of the respective dates and for the respective periods indicated. The financial data set forth under the captions "Summary Historical and Pro Forma
Consolidated Financial Data" and "Selected Historical Consolidated Financial Data of Gichner" in the Time of Sale Document and the Final Offering Memorandum with respect to Gichner has been prepared
on a basis consistent with that of the Financial Statements and present fairly in all material respects the financial position and results of operations of Gichner as of the respective dates and for
the respective periods indicated. The unaudited pro forma financial information and related notes of the Company and its 


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Subsidiaries
contained in the Time of Sale Document and the Final Offering Memorandum have been prepared in accordance with the applicable requirements of Regulation S-X and have
been properly presented on the bases described therein, and give effect to assumptions used in the preparation thereof are reasonable basis and in good faith and the adjustments used therein are
appropriate to give effect to the transactions and circumstances referred to therein. All other financial, statistical and market and industry data and forward-looking statements (within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Time of Sale Document and the Final Offering Memorandum are fairly and accurately presented,
are based on or derived from sources that the Company believes to be reliable and accurate and are presented on a reasonable basis. No other financial statements or supporting schedules are required
to be included in the Time of Sale Document or the Final Offering Memorandum.  



	(g)
	Disclosure Controls and Procedures. The Company and its Subsidiaries maintain an effective system of
"disclosure controls and procedures" (as defined in Rule 13a-15(e) of the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including controls and
procedures designed to ensure that such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure. The Company and
its Subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. The statements
relating to disclosure controls and procedures made by the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company in the
certifications required by the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith are complete and correct.



	(h)
	Independent Accountants of the Company. Grant Thornton LLP, who have certified and expressed their
opinion with respect to the consolidated financial statements of the Company and its Subsidiaries including the related notes thereto and supporting schedules contained in the Time of Sale Document
and the Final Offering Memorandum, are (i) an independent registered public accounting firm with respect to the Company and its Subsidiaries within the applicable rules and regulations adopted
by the SEC and as required by the Securities Act, (ii) in compliance with the applicable requirements relating to the qualification of accountants Regulation S-X and
(iii) a registered public accounting firm as defined by the Public Company Accounting Oversight Board (United States) whose registration has not been suspended or revoked and who has not
requested such registration to be withdrawn.



	(i)
	Independent Accountants of Gichner. Plante & Moran, PLLC, who have certified and expressed their
opinion with respect to the consolidated financial statements of Gichner including the related notes thereto and supporting schedules contained in the Time of Sale Document and the Final Offering
Memorandum, are (i) an independent registered public accounting firm with respect to Gichner within the applicable rules and regulations adopted by the SEC and as required by the Securities
Act, (ii) in compliance with the applicable requirements relating to the qualification of accountants Regulation S-X and (iii) a registered public accounting firm as
defined by the Public Company Accounting Oversight Board (United States) whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn.



	(j)
	No Material Adverse Change. Subsequent to the respective dates as of which information is contained in the
Time of Sale Document and the Final Offering Memorandum, except as disclosed in the Time of Sale Document and the Final Offering Memorandum, (i) none of the Company, any of its Subsidiaries, or
any Gichner Entity has incurred any liabilities, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, 


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earthquakes,
accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in
the aggregate, to the Company and its Subsidiaries, taken as a whole, or to Gichner, the Company and its Subsidiaries, taken as a whole, or has entered into any transactions not in the ordinary course
of business, (ii) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company, its
Subsidiaries or Gichner, or any payment of or declaration to pay any dividends or any other distribution with respect to the Company or Gichner, and (iii) there has not been any material
adverse change in the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company, its Subsidiaries and Gichner, taken as a whole
(each of clauses (i), (ii) and (iii), a "Material Adverse Change"). To the Company's knowledge, after due inquiry, there is no event that
is reasonably likely to occur, which if it were to occur, would, individually or in
the aggregate, have a Material Adverse Effect except as disclosed in the Time of Sale Document and the Final Offering Memorandum.  



	(k)
	Rating Agencies. No "nationally recognized statistical rating organization" (as defined in
Rule 436(g)(2) under the Securities Act) (i) has imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise) to retain any rating
assigned to the Company, any of its Subsidiaries or any Gichner Entity or to any securities of the Company, any of its Subsidiaries or any Gichner Entity or (ii) has indicated to the Company or
Gichner that it is considering (A) the downgrading, suspension, or withdrawal of, or any review (or of any potential or intended review) for a possible change in, any rating so assigned
(including, without limitation, the placing of any of the foregoing ratings on credit watch with negative or developing implications or under review with an uncertain direction) or (B) any
change in the outlook for any rating of the Company, any of its Subsidiaries or any Gichner Entity or any securities of the Company, any of its Subsidiaries or any Gichner Entity.



	(l)
	Subsidiaries. Each corporation, partnership or other entity in which the Company, directly or indirectly
through any of its subsidiaries, owns more than fifty percent (50%) of any class of equity securities or interests is listed on Schedule III
attached hereto (the "Subsidiaries"). Each Gichner Entity is listed under the heading "Gichner Entities" on  Schedule III attached hereto. Each
Subsidiary that is a Foreign Restricted Subsidiary has an asterisk ("*") next to its name on such schedule.




	(m)
	Incorporation and Good Standing of the Company and its Subsidiaries; MAE. Each of the Company, its
Subsidiaries and each Gichner Entity (i) has been duly organized or formed, as the case may be, is validly existing and, where applicable, is in good standing under the laws of its jurisdiction
of organization, (ii) has all requisite power and authority to carry on its business and to own, lease and operate its properties and assets as described in the Time of Sale Document and in the
Final Offering Memorandum and (iii) is duly qualified or licensed to do business and is in good standing as a foreign corporation, partnership or other entity as the case may be, authorized to
do business in each jurisdiction in which the nature of such businesses or the ownership or leasing of such properties requires such qualification, except where the failure to be so qualified would
not, individually or in the aggregate, have a material adverse effect on (A) the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise)
of the Company and its Subsidiaries (including, upon consummation of the Acquisition, Gichner), taken as a whole, (B) the ability of the Company, any Subsidiary or any Gichner Entity to perform
its obligations in all material respects under any Document, (C) the enforceability of any Collateral Agreement or the attachment, perfection or priority of any of the liens or security
interests intended to be created thereby, (D) the validity or enforceability of any of the Documents, or (E) the consummation of any of the Transactions (each, a
"Material Adverse Effect"). 


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	(n)
	Capitalization and Other Capital Stock Matters. All of the issued and outstanding shares of capital stock of
each of the Company, its Subsidiaries and each Gichner Entity have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of, and are not subject
to, any preemptive or similar rights. The table under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Time of Sale Document and the Final Offering Memorandum
(including the footnotes thereto) sets forth, as of the date of such table, information concerning the beneficial ownership of the Company's common stock by (i) each stockholder known by the
Company to be the beneficial owner of 5% or more of the outstanding shares of the Company's common stock, (ii) each of the Company's directors, (iii) each of the Company's executive
officers, and (iv) all of the Company's executive officers and directors as a group. All of the outstanding shares of capital stock or other equity interests of each of its Subsidiaries are,
and upon consummation of the Acquisition, each Gichner Entity will be, owned, directly or indirectly, by the Company, free and clear of all liens, security interests, mortgages, pledges, charges,
equities, claims or restrictions on transferability or encumbrances of any kind (collectively, "Liens), other than those Permitted Liens and those
imposed by the Securities Act and the securities or "Blue Sky" laws of certain U.S. state or non-U.S. jurisdictions. Except as disclosed in the Time of Sale Document and the Final Offering
Memorandum, there are no outstanding (A) options, warrants or other rights to purchase from the Company or any of its Subsidiaries, (B) agreements, contracts, arrangements or other
obligations of the Company or any of its Subsidiaries to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A)
through (C), shares of capital stock of or other ownership or equity interests in the Company or any of its Subsidiaries.



	(o)
	Legal Power and Authority. Each of the Company and the Guarantors has, and upon consummation of the
Acquisition, Gichner will have, all necessary power and authority to execute, deliver and perform their respective obligations under the Documents to which they are or will become a party and to
consummate the Transactions.



	(p)
	This Agreement, Indenture, Registration Rights Agreement and the Collateral Agreements. This Agreement has
been duly and validly authorized, executed and delivered by the Company and the Guarantors, and, upon consummation of the Acquisition, will have been duly and validly authorized by Gichner. Each of
the Indenture, the Registration Rights Agreement and the Collateral Agreements, if applicable, has been duly and validly authorized by the Company and the Guarantors and, upon consummation of the
Acquisition, will have been duly and validly authorized by Gichner. Each of the Indenture, the Registration Rights Agreement and the Collateral Agreements, if applicable, when executed and delivered
by the Company, the Guarantors and Gichner, will constitute a legal, valid and binding obligation of each of the Company, the Guarantors and Gichner, enforceable against each of the Company, the
Guarantors and Gichner in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors' rights generally, (ii) general principles of equity (whether applied by a court of law or
equity) and the discretion of the court before which any proceeding therefor may be brought and (iii) with respect to the Registration Rights Agreement, rights to indemnity or contribution
thereunder, federal and state securities laws and public policy considerations. When executed and delivered, this Agreement, the Indenture, the Registration Rights Agreement and the Collateral
Agreements will conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum. When executed and delivered by the Company and the
Guarantors, the Indenture will meet the requirements for qualification under the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC thereunder (collectively, the
"TIA"). 


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	(q)
	Notes. The Notes, Exchange Notes and Private Exchange Notes have each been duly and validly authorized by
the Company and, in the case of the Notes, when issued and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement and the Indenture, will have been duly
executed, authenticated, issued and delivered and will constitute legal, valid and binding obligations of the Company, entitled to the benefit of the Indenture, the Collateral Agreements and the
Registration Rights Agreement, and enforceable against the Company in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency,
reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general
principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. When executed and delivered, the Notes will
conform in all material respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum and will be in the form contemplated by the Indenture.



	(r)
	Guarantees. The Guarantees have been duly and validly authorized by the Guarantors and, upon consummation of
the Acquisition, will have been duly and validly authorized by Gichner, and, when issued and executed by the Guarantors and Gichner, will have been duly executed, authenticated, issued and delivered
and will constitute legal, valid and binding obligations of the Guarantors and Gichner, entitled to the benefit of the Indenture, the Collateral Agreements and the Registration Rights Agreement, and
enforceable against the Guarantors and Gichner in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership,
moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (whether
applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought. When executed and delivered, the Guarantees will conform in all material
respects to the descriptions thereof in the Time of Sale Document and the Final Offering Memorandum.



	(s)
	Collateral.



	(i)
	Upon:



	(1)
	in
the case of such portion of the Collateral constituting investment property represented or evidenced by certificates or other instruments, delivery to
the Collateral Agent of such certificates or instruments in accordance with the Collateral Agreements, and in the case of all other investment property, the filing of financing statements or other
applicable filings in the appropriate filing office, registry or other public office, together with the payment of the requisite filing or recordation fees related thereto;



	(2)
	in
the case of such portion of the Collateral constituting securities accounts, delivery to the Collateral Agent of securities account control agreements
and such other agreements or instruments, in each case satisfactory in form and substance to the Collateral Agent and duly executed by the applicable securities intermediary, as may be necessary or,
in the opinion of the Collateral Agent, desirable to establish and maintain control of such securities accounts from time to time;



	(3)
	in
the case of such portion of the Collateral constituting deposit accounts, delivery to the Collateral Agent of deposit account control agreements and such
other agreements or instruments, in each case satisfactory in form and substance to the Collateral Agent and duly executed by the applicable depositary bank, as may be necessary or, in the opinion of
the Collateral Agent, desirable to establish and maintain control of such deposit accounts from time to time; 








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	(4)
	in
the case of such portion of the Collateral constituting registered patents, trademarks and copyrights, the filing by the Collateral Agent of
(A) initial financing statements with the appropriate filing offices, (B) any filings required with the United States Patent and Trademark Office, (C) any filings required with
the United States Copyright Office and (D) the other Collateral Agreements with the appropriate filing office, registry or other public office, together with the payment of the requisite filing
or recordation fees related thereto,



	(5)
	in
the case of any other Collateral a Lien in which may be perfected by filing of an initial financing statement or other applicable document in the
appropriate filing office, registry or other public office, the filing of financing statements or other applicable document in such filing office, registry or other public office, together with the
payment of the requisite filing or recordation fees related thereto, and in the case of any other Collateral a Lien in which is perfected by possession or control, when the Collateral Agent obtains
possession or control thereof; and 




the
Liens granted pursuant to the Collateral Agreements will constitute valid and enforceable perfected Liens, in each case prior and superior in right to any other Person therein (other than any
Person holding a Permitted Lien).  



	(ii)
	As
of the Closing Date, there will be no currently effective financing statement, security agreement, chattel mortgage, real estate mortgage or other
document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future Lien on any assets or property of
the Company, any Guarantor or any Subsidiary or any rights thereunder, except for Permitted Liens.



	(iii)
	All
information certified by an officer of the Company in the Perfection Certificate to be executed prior to the Closing Date and delivered by such
officer on behalf of the Company is true and correct both as of the date thereof and as of the Closing Date.



	(iv)
	The
Mortgage will be effective to grant a legal and valid mortgage Lien on all of the mortgagor's right, title and interest in the "Mortgaged Property" (as
defined in the Collateral Agreements). When the Mortgage is duly recorded in the proper recorders' offices or appropriate public records and the mortgage recording fees and taxes in respect thereof
are paid and compliance is otherwise had with the formal requirements of state or local law applicable to the recording of real estate mortgages generally, the Mortgage shall constitute a valid,
perfected and enforceable security interest in the Mortgage Property in each case prior and superior in right to any other Person therein, for the ratable benefit of the Secured Parties, subject only
to Permitted Liens, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or
other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (whether applied by a court of law or equity) and the discretion of
the court before which any proceeding therefor may be brought. The title insurance policies and surveys related to the Mortgage shall have been delivered to the Collateral Agent pursuant to the
"Description of Notes—Certain Covenants—Real Estate Mortgages and Filings" in the Final Offering Memorandum.



	(v)
	The
representations and warranties of each of the Company, the Guarantors and, upon the consummation of the Acquisition, Gichner in the Collateral
Agreements are true and correct (if such representations and warranties are not already qualified with respect to materiality) in all material respects.






	(t)
	Compliance with Existing Instruments. None of the Company, any of its Subsidiaries or any Gichner Entity is
(i) in violation of its certificate of incorporation, by-laws or other organizational 


9







 

documents
(the "Charter Documents"); (ii) in violation of any U.S. or non-U.S. federal, state or local statute, law (including,
without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, "Applicable Law") of any
U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory
organization (each, a "Governmental Authority"), applicable to any of them or any of their respective properties; or (iii) in breach of or
default under any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which any of them is a party or by
which any of them or their respective properties are bound (collectively, the "Applicable Agreements"), except, in the case of clauses (ii) and
(iii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There exists no condition that, with
the passage of time or otherwise, would constitute (a) a violation of such Charter Documents or Applicable Laws, (b) a breach of or default or a "Debt Repayment Triggering Event" (as
defined below) under any Applicable Agreement or (c) result in the imposition of any penalty or the acceleration of any indebtedness. As used herein, a "Debt Repayment
Triggering Event" means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of
indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a
portion of such indebtedness by the Company, any of its Subsidiaries, any Gichner Entity or any of their respective properties.  



	(u)
	No Conflicts. Neither the execution, delivery or performance of the Documents nor the consummation of any of
the Transactions will conflict with, violate, constitute a breach of or a default (with the passage of time or otherwise) or a Debt Repayment Triggering Event under, or result in the imposition of a
Lien on any assets of the Company, any of its Subsidiaries and, upon consummation of the Acquisition, any Gichner Entity (except for Permitted Liens or Liens pursuant to the Collateral Agreements),
the imposition of any penalty or a Debt Repayment Triggering Event under or pursuant to (i) the Charter Documents, (ii) any Applicable Agreement, (iii) any Applicable Law or
(iv) any order, writ, judgment, injunction, decree, determination or award binding upon or affecting the Company, its Subsidiaries or, upon consummation of the Acquisition, any Gichner Entity.
After consummation of the Offering and the Transactions, no Default or Event of Default will exist.



	(v)
	No Consents. No consent, approval, authorization, order, filing or registration of or with any Governmental
Authority or third party is required for execution, delivery or performance of the Documents or the consummation of the Transactions, except such (i) those that have been official or made, as
the case may be, that are in full force and effect, (ii) as may be required under the securities or "Blue Sky" laws of U.S. state or non-U.S. jurisdictions or other
non-U.S. laws applicable to the purchase of the Securities outside the U.S. in connection with the Transactions, (iii) those contemplated by the Registration Rights Agreement and
the Collateral Agreements; and (iv) or the filing of a Current Report on Form 8-K with the SEC as may be required under the Securities Act and the Exchange Act, as the case
may be, regarding the Documents and the Transactions.



	(w)
	No Material Applicable Laws or Proceedings. Except as disclosed in the Time of Sale Document and the Final
Offering Memorandum, there is no action, claim, suit, demand, hearing, notice of violation or deficiency, or proceeding pending or, to the knowledge of the Company or any of its Subsidiaries, after
due inquiry, threatened or contemplated by Governmental Authorities or threatened by others (collectively, "Proceedings") that, would, as of the date
hereof and at the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Offering or any of the Transactions or (B) would, individually or in the aggregate, have a
Material Adverse Effect. 


10









 







































	(x)
	All Necessary Permits. Each of the Company, its Subsidiaries and each Gichner Entity possesses all licenses,
permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own
or lease, as the case may be, and to operate its properties and to carry on its businesses as now or proposed to be conducted as described in the Time of Sale Document and the Final Offering
Memorandum ("Permits"), except where the failure to possess such Permits would not, individually or in the aggregate, have a Material Adverse Effect;
each of the Company, its Subsidiaries and each Gichner Entity has fulfilled and performed all of its obligations with respect to such Permits; no event has occurred which allows, or after notice or
lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of
any such Permit; and none of the Company, any of its Subsidiaries or any Gichner Entity has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or
modification of any such Permit, except as described in the Time of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the
aggregate, have a Material Adverse Effect.



	(y)
	Title to Properties. The Company and Subsidiaries do not own any real property. Each of the Company, its
Subsidiaries and Gichner has good title to all personal property owned by it and good and valid title to all leasehold estates in real and personal property being leased by it and, as of the Closing
Date, will be free and clear of all Liens other than Permitted Liens. All Applicable Agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound are valid
and enforceable against each of the Company or such Subsidiary, as applicable, and are valid and enforceable against the other party or parties thereto and are in full force and effect with only such
exceptions as would not, individually or in the aggregate, have a Material Adverse Effect.



	(z)
	Tax Law Compliance. All Tax (as hereinafter defined) returns required to be filed by the Company, each of
its Subsidiaries and each Gichner Entity have been filed and all such returns are true, complete and correct in all material respects. All material Taxes that are due from the Company, its
Subsidiaries and Gichner have been paid other than those (i) currently payable without penalty or interest or (ii) being contested in good faith and by appropriate proceedings and for
which adequate accruals have been established in accordance with generally accepted accounting principles of the United States, applied on a consistent basis throughout the periods involved
("GAAP"). To the knowledge of the Company, after due inquiry, there are no actual or proposed Tax assessments against the Company, any of its
Subsidiaries or any Gichner Entity that would, individually or in the aggregate, have a Material Adverse Effect. The accruals on the books and records of the Company, its Subsidiaries and Gichner in
respect of any material Tax liability for any period not finally determined are adequate to meet any assessments of Tax for any such period. For purposes of this Agreement, the term "Tax" and "Taxes"
shall mean all U.S. and non-U.S. federal, state, local and taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest,
additions to tax or penalties applicable thereto.



	(aa)
	Intellectual Property Rights. Each of the Company, its Subsidiaries and Gichner owns, or is licensed under,
and has the right to use, all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks, domain names and trade names (collectively, "Intellectual Property")
necessary for the conduct of its businesses and, as of the Closing Date, the Intellectual Property will be free and clear of all Liens, other than Permitted Liens. None of the Company, its
Subsidiaries or any Gichner Entity is a party to, or bound by, any options, licenses or agreements with respect to the intellectual property rights of any other person 


11







 

or
entity that are necessary to be described in the Time of Sale Document or the Final Offering Memorandum to avoid a material misstatement or omission and are not described therein. No claims or
notices of any potential claim have been asserted by any person challenging the use of any such Intellectual Property by the Company, any of its Subsidiaries or any Gichner Entity or questioning the
validity or effectiveness of any Intellectual Property or any license or agreement related thereto, other than any claims that, if successful, would not, individually or in the aggregate, have a
Material Adverse Effect. None of the intellectual property used by the Company, any of its Subsidiaries or any Gichner Entity has been obtained or is hereby used by the Company, any of its
Subsidiaries or any Gichner Entity in violation of any contractual obligation binding on the Company, any of its Subsidiaries or any Gichner Entity or, to the Company or any of its Subsidiaries'
knowledge, their respective officers, directors or employees or otherwise in violation of the rights of any person.  



	(bb)
	ERISA Matters. Each of the Company, its Subsidiaries, each Gichner Entity and each ERISA Affiliate (as
hereinafter defined) has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended
("ERISA") with respect to each "pension plan" (as defined in Section 3(2) of ERISA), subject to Section 302 of ERISA, which the Company,
its Subsidiaries or any ERISA Affiliate sponsors or maintains, or with respect to which it has (or within the last three years had) any obligation to make contributions, and each such plan is in
compliance in all material respects with the presently applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code").
None of the Company, its Subsidiaries or any ERISA Affiliate has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary
course) or to any such plan under Title IV of ERISA. "ERISA Affiliate" means a corporation, trade or business that is, along with the Company or any
Subsidiary, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Section 414 of the Code or Section 4001 of ERISA.



	(cc)
	Labor Matters. (i) Other than as disclosed in the Time of Sale Document and Final Offering
Memorandum, none of the Company, any of its Subsidiaries or any Gichner Entity is party to or bound by any collective bargaining agreement with any labor organization; (ii) there is no union
representation question existing with respect to the employees of the Company, its Subsidiaries or Gichner, and, to the knowledge of the Company, after due inquiry, no union organizing activities are
taking place that, could, individually or in the aggregate, have a Material Adverse Effect; (iii) to the knowledge of the Company, after due inquiry, no union organizing or decertification
efforts are underway or threatened against the Company, its Subsidiaries or Gichner; (iv) no labor strike, work stoppage, slowdown or other material labor dispute is pending against the
Company, its Subsidiaries or Gichner, or, to the Company's knowledge, after due inquiry, threatened against the Company, its Subsidiaries or Gichner; (v) there is no worker's compensation
liability, experience or matter that could be reasonably expected to have a Material Adverse Effect; (vi) to the knowledge of the Company, after due inquiry, there is no threatened or pending
liability against the Company, its Subsidiaries or Gichner pursuant to the Worker Adjustment Retraining and Notification Act of 1988, as amended
("WARN"), or any similar state or local law; (vii) there is no employment-related charge, complaint, grievance, investigation, unfair labor
practice claim or inquiry of any kind, pending against the Company, its Subsidiaries or Gichner that could, individually or in the aggregate, have a Material Adverse Effect; (viii) to the
knowledge of the Company and its Subsidiaries, after due inquiry, no employee or agent of the Company, its Subsidiaries or Gichner has committed any act or omission giving rise to liability for any
violation identified in subsection (vi) and (vii) above, other than such acts or omissions that would not, individually or in the aggregate, have a Material Adverse Effect; and
(ix) no term or condition of employment exists through arbitration awards, settlement agreements or side agreement that is contrary to the express terms of any applicable collective bargaining
agreement. 


12







 
	(dd)
	Compliance with Environmental Laws. Except as disclosed in the Time of Sale Document and the Final Offering
Memorandum, each of the Company, its Subsidiaries and Gichner is (i) in compliance with any and all applicable U.S. or non-U.S. federal, state and local laws and regulations
relating to health and safety, or the pollution or the protection of the environment or hazardous or toxic substances of wastes, pollutants or contaminants ("Environmental
Laws"), (ii) has received and is in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its
respective businesses and (iii) has not received notice of, and is not aware of, any actual or potential liability for damages to natural resources or the investigation or remediation of any
disposal, release or existence of hazardous or toxic substances or wastes, pollutants or contaminants, in each case except where such non-compliance with Environmental Laws, failure to
receive and comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in the Time of Sale
Document and the Final Offering Memorandum, none of the Company, any of its Subsidiaries or any Gichner Entity has been named as a "potentially responsible party" under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, or any similar U.S. or non-U.S. state or local Environmental Laws or regulation requiring the Company, any of its
Subsidiaries or any Gichner Entity to investigate or remediate any pollutants or contaminants, except where such requirements would not, individually or in the aggregate, have a Material Adverse
Effect, whether or not arising from transactions in the ordinary course of business. In the ordinary course of its business, the Company and Gichner periodically reviews the effects of Environmental
Laws on the business, operations and properties of the Company and its Subsidiaries and Gichner, respectively, in the course of which it identifies and evaluates associated costs and liabilities
(including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or
approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Company and, to the Company's knowledge, Gichner have
reasonably concluded that such associated costs would not have a Material Adverse Effect.



	(ee)
	Insurance. Each of the Company, its Subsidiaries and each Gichner Entity is insured by insurers of
recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which it is engaged. All policies of insurance insuring the
Company, any of its Subsidiaries or any Gichner Entity or their respective businesses, assets, employees, officers and directors are in full force and effect. The Company, its Subsidiaries and Gichner
are in compliance with the terms of such policies and instruments in all material respects, and there are no claims by the Company, any of its Subsidiaries or any Gichner Entity under any such policy
or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. None of the Company, any of its Subsidiaries or any Gichner Entity has been
refused any insurance coverage sought or applied for, and none of the Company, any of its Subsidiaries or any Gichner Entity has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not, individually or in the
aggregate, have a Material Adverse Effect.



	(ff)
	Accounting System. Each of the Company, its Subsidiaries and each Gichner Entity makes and keeps accurate
books and records and maintain a system of internal accounting controls and procedures sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management's general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any 


13







 

material
differences. The Company's management concluded that the Company's internal control over financial reporting was effective as of December 27, 2009, and since that date the independent
auditors and board of directors of the Company have been advised of: (i) all "material weaknesses" and "significant deficiencies" (each, as defined in Rule 12b-2 of the
Exchange Act), if any, in the design or operation of the Company's internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process,
summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company's internal control over
financial reporting (whether or not remediated). Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, as of the date hereof there are no material weaknesses in the
Company's internal control over financial reporting. Since the date of the most recent evaluation of the Company's disclosure controls and procedures and internal control over financial reporting,
there have been no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over
financial reporting.  



	(gg)
	Use of Proceeds; Solvency; Going Concern. All indebtedness represented by the Securities is being incurred
for proper purposes and in good faith. On the Closing Date, after giving pro forma effect to the Offering and the use of proceeds therefrom described under the caption "Use of Proceeds" in the Time of
Sale Document and Final Offering Memorandum, the Company and each Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, (i) will be Solvent (as hereinafter defined),
(ii) will have sufficient capital for carrying on its business and (iii) will be able to pay its debts as they mature. As used in this paragraph, the term "Solvent" means, with respect
to a particular date, that on such date (i) the present fair market value (or present fair saleable value) of the assets of the Company and each Guarantor, and, upon consummation of the
Acquisition, each Gichner Entity, is not less than the total amount required to pay the liabilities of the Company and each Guarantor on its total existing debts and liabilities (including contingent
liabilities) as they become absolute and matured; (ii) the Company and each Guarantor is, and, upon consummation of the Acquisition, each Gichner Entity, is able to pay its debts and other
liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming consummation of the issuance of the Securities as contemplated
by this Agreement and the Time of Sale Document and Final Offering Memorandum, neither the Company nor any Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, is incurring debts
or liabilities beyond its ability to pay as such debts and liabilities mature; (iv) neither the Company nor any Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, is
engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration
to the prevailing practice in the industry in which the Company or any Guarantor, and, upon consummation of the Acquisition, each Gichner Entity, is engaged; and (v) neither the Company nor any
Guarantor, and, upon consummation of the Acquisition, no Gichner Entity, is otherwise insolvent under the standards set forth in Applicable Laws.



	(hh)
	No Price Stabilization or Manipulation. Neither the Company nor any of its Affiliates has and, to the
Company's knowledge, after due inquiry, no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company, whether to facilitate the sale or resale of any of the Securities or otherwise,
(ii) sold, bid for, purchased, or paid anyone any compensation for soliciting purchases of, any of the Securities, or (iii) except as disclosed in the Time of Sale Document and the Final
Offering Memorandum, paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company. 


14







 
	(ii)
	No Registration Required Under the Securities Act or Qualification Under the TIA. Without limiting any
provision herein, no registration under the Securities Act and no qualification of the Indenture under the TIA is required for the offer or sale of the Securities to the Initial Purchasers as
contemplated hereby or for the Exempt Resales, assuming (i) that the purchasers in the Exempt Resales are QIBs or are not "U.S. persons" (as defined under Regulation S of the Securities
Act) and (ii) the accuracy of each Initial Purchaser's representations contained herein regarding the absence of general solicitation in connection with the sale of the Securities to the
Initial Purchasers and in the Exempt Resales.



	(jj)
	No Integration. The Securities will be, upon issuance, eligible for resale pursuant to Rule 144A
under the Securities Act and no other securities of the Company are of the same class (within the meaning of Rule 144A under the Securities Act) as the Securities and listed on a national
securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated inter-dealer quotation system. No securities of the Company of the same class as the Securities
have been offered, issued or sold by the Company or any of its Affiliates within the six-month period immediately prior to the date hereof; and the Company does not have any intention of
making, and will not make, an offer or sale of such securities of the Company of the same class as the Securities, for a period of six months after the date of this Agreement, except for the offering
of the Securities as contemplated by this Agreement or the Registration Rights Agreement. As used in this paragraph, the terms "offer" and "sale" have the meanings specified in Section 2(a)(3)
of the Securities Act.



	(kk)
	No Directed Selling Efforts. None of the Company, any of its Affiliates or other person acting on behalf of
the Company has, with respect to Securities sold outside the United States, offered the Securities to buyers qualifying as "U.S. persons" (as defined in Rule 902 under the Securities Act) or
engaged in any directed selling efforts within the meaning of Rule 902 under the Securities Act; each of the Company, Affiliates of the Company and any persons acting on behalf of the Company
has complied with and will implement the "offering restrictions" within the meaning of such Rule 902; and neither the Company nor any of its Affiliates has entered or will enter into any
arrangement or agreement with respect to the distribution of the Securities, except for this Agreement; provided that no representation is made in this
paragraph with respect to the actions of the Initial Purchasers.



	(ll)
	No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar
rights to have any equity or debt securities of the Company or any "Affiliate" registered for sale under a registration statement, except for rights (i) contained in the Registration Rights
Agreement or (ii) as have been duly waived.



	(mm)
	Margin Requirements. None of the Transactions or the application of the proceeds of the Securities will
violate or result in a violation of Section 7 of the Exchange Act (including, without limitation, Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R.
Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System).



	(nn)
	Investment Company Act. The Company has been advised of the Investment Company Act of 1940, as amended, and
the rules and regulations of the SEC thereunder (collectively, the "Investment Company Act"); as of the date hereof and, after giving effect to the
Offering and the use of proceeds of the Offering, none of Gichner, the Company and its Subsidiaries is or will be, individually or on a consolidated basis, an "investment company" that is required to
be registered under the Investment Company Act; and following the Closing Date, each of Gichner, the Company and its Subsidiaries will conduct its business in a manner so as not to be required to
register under the Investment Company Act.



	(oo)
	No Brokers. Neither the Company nor any of its Affiliates has engaged any broker, finder, commission agent
or other person (other than the Initial Purchasers) in connection with the 


15







 

Offering
or any of the Transactions, and neither the Company nor any of its Affiliates is under any obligation to pay any broker's fee or commission in connection with such Transactions (other than
commissions or fees to the Initial Purchasers).  



	(pp)
	No Restrictions on Payments of Dividends. As of the Closing Date, except as otherwise disclosed in the Time
of Sale Document and the Final Offering Memorandum, there will be no encumbrances or restrictions on the ability of any Subsidiary of the Company or, upon the consummation of the Acquisition, any
Gichner Entity (x) to pay dividends or make other distributions on the capital stock of such Subsidiary or Gichner Entity, as applicable, or to pay any indebtedness to the Company, any other
Subsidiary of the Company or any other Gichner Entity, (y) to make loans or advances or pay any indebtedness to, or investments in, the Company, any other Subsidiary or any other Gichner Entity
or (z) to transfer any of its property or assets to the Company, any other Subsidiary of the Company or any Gichner Entity.



	(qq)
	Sarbanes-Oxley. There is and has been no failure on the part of the Company and its Subsidiaries or any of
the officers and directors of the Company or any of its Subsidiaries, in their capacities as such, to comply with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith.



	(rr)
	Foreign Corrupt Practices Act. None of the Company, any of its Subsidiaries or any Gichner Entity or any
director, officer, employee or, to the knowledge of the Company or any of its Subsidiaries, any agent or other person acting on behalf of the Company, any of its Subsidiaries or any Gichner Entity
has, in the course of its actions for, or on behalf of, the Company, any of its Subsidiaries or any Gichner Entity (i) used any corporate funds for any unlawful contribution, gift,
entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government official, "foreign official" (as defined in
the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the "FCPA") or employee from
corporate funds; (iii) violated or is in violation of any provision of the FCPA or any applicable non-U.S. anti-bribery statute or regulation; or (iv) made any
unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, such foreign official or employee.



	(ss)
	Money Laundering. The operations of the Company, its Subsidiaries and Gichner are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes
of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency
(collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company, any of its Subsidiaries or any Gichner Entity with respect to the Money Laundering Laws is pending or, to the Company's knowledge, after due inquiry, threatened.



	(tt)
	OFAC. None of the Company, any of its Subsidiaries or, to the Company's knowledge, after due inquiry, any
Gichner Entity or any director, officer, agent, employee or Affiliate of the Company or any of its Subsidiaries or other person acting on their behalf is currently subject to any U.S. sanctions
administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"); and the Company will not directly or indirectly use the
proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC.



	(uu)
	Stamp Taxes. There are no stamp or other issuance or transfer taxes or duties or other similar fees or
charges required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale of the Securities. 


16







 
	(vv)
	Indebtedness to be Refinanced. Set forth on  Schedule IV hereto is a list of all Indebtedness that is to be paid in full
using the proceeds of the Offering and terminated, retired or
redeemed, as applicable, on the Closing Date. Set forth on Schedule IV opposite the description of each such Indebtedness is the aggregate
principal amount of Indebtedness outstanding thereunder.



	(ww)
	Financial Services and Market Act. The Company has not taken or omitted to take any action and will not
take any action or omit to take any action (such as issuing any press release or making any other public announcement referring to the Offering without an appropriate stabilization legend) which may
result in the loss by the Initial Purchasers of the ability to rely on any stabilization safe harbour provided by the Financial Services Authority of the United Kingdom under the Financial Services
and Markets Act 2000 (the "FSMA"); provided, however,
that an appropriate stabilization legend was not in the Preliminary Offering Memorandum or the Pricing Term Sheet. The Company has been informed of the guidance relating to stabilization provided by
the Financial Services Authority of the United Kingdom, in particular the guidance contained in Section MAR 2 of the Financial Services Handbook.



	(xx)
	Certificates. Each certificate signed by any officer of the Company or any of its Subsidiaries, delivered
to the Initial Purchasers shall be deemed a representation and warranty by the Company or any such Subsidiary (and not individually by such officer) to the Initial Purchasers with respect to the
matters covered thereby. 



        5.    Covenants of the Company and the Guarantors.    Each of the
Company and the Guarantors, jointly and severally, agrees: 


	(a)
	Securities Law Compliance. To (i) advise the Initial Purchasers promptly after obtaining knowledge
(and, if requested by the Initial Purchasers, confirm such advice in writing) of (A) the issuance by any U.S. or non-U.S. federal or state securities commission of any stop order
suspending the qualification or exemption from qualification of any of the Securities for offer or sale in any jurisdiction, or the initiation of any proceeding for such purpose by any U.S. or
non-U.S. federal or state securities commission or other regulatory authority, or (B) the happening of any event that makes any statement of a material fact made in the Time of Sale
Document, any Company Additional Written Communication or the Final Offering Memorandum, untrue or that requires the making of any additions to or changes in the Time of Sale Document, any Company
Additional Written Communication, or the Final Offering Memorandum, to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) use its
reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption from qualification of any of the Securities under any securities or "Blue Sky" laws
of U.S. state or non-U.S. jurisdictions and (iii) if, at any time, any U.S. or non-U.S. federal or state securities commission or other regulatory authority shall issue
an order suspending the qualification or exemption from qualification of any of the Securities under any such laws, use its reasonable best efforts to obtain the withdrawal or lifting of such order at
the earliest possible time.



	(b)
	Offering Documents. To (i) furnish the Initial Purchasers, without charge, as many copies of the Time
of Sale Document and the Final Offering Memorandum, and any amendments or supplements thereto, as the Initial Purchasers may reasonably request, and (ii) promptly prepare, upon the Initial
Purchasers' reasonable request, any amendment or supplement to the Time of Sale Document or Final Offering Memorandum that the Initial Purchasers, upon advice of legal counsel, determines may be
necessary in connection with Exempt Resales (and the Company and the Guarantors hereby consent to the use of the Time of Sale Document and the Final Offering Memorandum, and any amendments and
supplements thereto, by the Initial Purchasers in connection with Exempt Resales). 


17







 
	(c)
	Consent to Amendments and Supplements. Not to amend or supplement the Time of Sale Document or the Final
Offering Memorandum prior to the Closing Date, or at any time prior to the completion of the resale by the Initial Purchasers of all the Securities purchased by the Initial Purchasers, unless the
Initial Purchasers shall previously have been advised thereof and shall have provided its written consent thereto. Before making, preparing, using, authorizing, approving or referring to any Company
Additional Written Communications, the Company will furnish to the Initial Purchasers and counsel for the Initial Purchasers a copy of such written communication for review and will not make, prepare,
use, authorize, approve or refer to any such written communication to which the Initial Purchasers reasonably objects. The Company and the Guarantors consent to the use by the Initial Purchasers of a
Company Additional Written Communication that contains (A) information describing the preliminary terms of the Securities or their offering or (B) information that describes the final
terms of the Securities or their offering and that is included in or is subsequently included in the Final Offering Memorandum, including by means of the Pricing Supplement.



	(d)
	Preparation of Amendments and Supplements to Offering Documents. So long as the Initial Purchasers shall
hold any of the Securities, (i) if any event shall occur as a result of which, in the reasonable judgment of the Company or the Initial Purchasers, it becomes necessary or advisable to amend or
supplement the Time of Sale Document or the Final Offering Memorandum to correct any untrue statement of a material fact or omission to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Time of Sale Document or the Final Offering Memorandum to comply
with any Applicable Law, to prepare, at the expense of the Company, an appropriate amendment or supplement to the Time of Sale Document and the Final Offering Memorandum (in form and substance
reasonably satisfactory to the Initial Purchasers) so that (A) as so amended or supplemented, the Time of Sale Document and the Final Offering Memorandum will not include an untrue statement of
material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (B) the Time of Sale
Document and the Final Offering Memorandum will comply with Applicable Law and (ii) if in the reasonable judgment of the Company it becomes necessary or advisable to amend or supplement the
Time of Sale Document or the Final Offering Memorandum so that the Time of Sale Document and the Final Offering Memorandum will contain all of the information specified in, and meet the requirements
of, Rule 144A(d)(4) of the Securities Act, to prepare an appropriate amendment or supplement to the Time of Sale Document or the Final Offering Memorandum (in form and substance reasonably
satisfactory to the Initial Purchasers) so that the Time of Sale Document or the Final Offering Memorandum, as so amended or supplemented, will contain the information specified in, and meet the
requirements of, such Rule.



	(e)
	"Blue Sky" Law Compliance. To cooperate with the Initial Purchasers and the Initial Purchasers' counsel in
connection with the qualification of the Securities under the securities or "Blue Sky" laws of U.S. state or non-U.S. jurisdictions as the Initial Purchasers may request and continue such
qualification in effect so long as reasonably required for Exempt Resales. The Company will advise the Initial Purchasers promptly of the suspension of any such exemption relating to the Securities
for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such exemption, the
Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.



	(f)
	Payment of Expenses. Whether or not any of the Offering or the Transactions are consummated or this
Agreement is terminated, to pay (i) all costs, expenses, fees and taxes incident to and in connection with: (A) the preparation, printing and distribution of the Time of Sale Document
and the Final Offering Memorandum and all amendments and supplements thereto (including, without 


18







 

limitation,
financial statements and exhibits), and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith, (B) the negotiation,
printing, processing and distribution (including, without limitation, word processing and duplication costs) and delivery of, each of the Documents, (C) the preparation, issuance and delivery
of the Securities, (D) the qualification of the Securities for offer and sale under the securities or "Blue Sky" laws of U.S. state or non-U.S. jurisdictions (including, without
limitation, the reasonable fees and disbursements of the Initial Purchasers' counsel relating to such registration or qualification), (E) furnishing such copies of the Time of Sale Document and
the Final Offering Memorandum, and all amendments and supplements thereto, as may reasonably be requested for use by the Initial Purchasers and (F) the performance of the obligations of the
Company and the Guarantors obligations under the Registration Rights Agreement, including but not limited to the Exchange Offer, the Exchange Offer Registration Statement and any Shelf Registration
Statement, (ii) all fees and expenses of the counsel, accountants and any other experts or advisors retained by the Company or the Guarantors, (iii) all fees and expenses (including fees
and expenses of counsel) of the Company or the Guarantors in connection with approval of the Securities by DTC for "book-entry" transfer, (iv) all fees charged by rating agencies in
connection with the rating of the Securities, (v) all fees and expenses (including reasonable fees and expenses of counsel) of the Trustee and all collateral agents, (vi) all costs and
expenses in connection with the creation and perfection of the security interest to be created and perfected pursuant to the Collateral Agreements (including without limitation, filing and recording
fees, search fees, taxes and costs of title policies) and (vii) all other reasonable fees, disbursements and out-of-pocket expenses incurred by the Initial Purchasers in
connection with its services to be rendered hereunder including, without limitation, the reasonable fees and disbursements of White & Case LLP, counsel to the Initial Purchasers,
reasonable fees and expenses of any other independent experts retained by the Initial Purchasers, travel and lodging expenses, chartering of airplanes, roadshow or investor presentation expenses, word
processing charges, the costs of printing or producing any investor presentation materials, messenger and duplicating service expenses, facsimile expenses and other customary expenditures. 



	(g)
	Use of Proceeds. To use the proceeds of the Offering in the manner described in the Time of Sale Document
and the Final Offering Memorandum under the caption "Use of Proceeds."



	(h)
	Transaction Documents. To do and perform all things required to be done and performed under the Documents
prior to and after the Closing Date.



	(i)
	Integration. Not to, and to ensure that no Affiliate of the Company will, sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) that would be integrated with the sale of the Securities in a manner that would require the
registration under the Securities Act of the sale to the Initial Purchasers or to the Subsequent Purchasers of the Securities.



	(j)
	Stabilization or Manipulation. Not to take, directly or indirectly, any action designed to or that might be
reasonably expected to cause or result in stabilization or manipulation of the price of the Securities or any other reference security, whether to facilitate the sale or resale of the Securities or
otherwise.



	(k)
	DTC. To comply with the representation letter of the Company to DTC relating to the approval of the
Securities by DTC for "book-entry" transfer.



	(l)
	Rule 144(A) Information. For so long as any of the Securities remain outstanding, during any period
in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request, to any owner of the Securities in connection with any sale thereof and any
prospective Subsequent Purchasers of such Securities from such owner, the information required by Rule 144A(d)(4) under the Securities Act. 


19







 
	(m)
	Furnish Trustee and Noteholder Reports. For so long as any of the Securities remain outstanding, to furnish
to the Initial Purchasers copies of all reports and other communications (financial or otherwise) furnished by the Company to the Trustee or to the holders of the Securities and, as soon as available,
copies of any reports or financial statements furnished to or filed by the Company with the SEC or any national securities exchange on which any class of securities of the Company may be listed.



	(n)
	Additional Offering Materials. Except in connection with the Exchange Offer or the filing of the Shelf
Registration Statement, not to, and not to authorize or permit any person acting on its behalf to, (i) distribute any offering material in connection with the offer and sale of the Securities
other than the Time of Sale Document and the Final Offering Memorandum and any amendments and supplements to the Preliminary Offering Memorandum or the Final Offering Memorandum prepared in compliance
with this Agreement, (ii) solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (including, without limitation, as such
terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, or (iii) engage in
any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.



	(o)
	Sale of Restricted Securities. During the one year period after the Closing Date (or such shorter period as
may be provided for in Rule 144 under the Securities Act, as the same may be in effect from time to time), to not, and to not permit any current or future Subsidiaries of either the Company or
any other Affiliates controlled by the Company to, resell any of the Securities which constitute "restricted securities" under Rule 144 that have been reacquired by the Company, any current or
future Subsidiaries or any other Affiliates controlled by the Company, except pursuant to an effective registration statement under the Securities Act.



	(p)
	Stamp Taxes. To pay all stamp or other issuance or transfer taxes or duties other similar fees or charges
which may be imposed by any governmental or regulatory authority in connection with the execution and delivery of this Agreement or the issuance or sale of the Securities.



	(q)
	Security Interests. To complete on or prior to the Closing Date all filings and other similar actions
required in connection with the perfection of security interests as and to the extent contemplated by the Collateral Agreements.



	(r)
	Good Standings. To deliver to the Initial Purchasers on the date hereof satisfactory evidence of the good
standing of the Company and its Subsidiaries in their respective jurisdictions of organization and the good standing of the Company and its Subsidiaries in such other jurisdictions as the Initial
Purchasers may reasonably request and, on the Closing Date, "bring down" evidence of the same, in each case in writing or any standard form of telecommunication, from the appropriate governmental
authorities of such jurisdictions.



	(s)
	Investment Company. Each of the Company and its Subsidiaries will conduct its business in a manner so as to
not be required to register under the Investment Company Act.



	(t)
	Gichner as Guarantor. Concurrent with the consummation of the Acquisition, the Company shall cause each
Gichner Entity to (a) become a party to each of this Agreement and the Registration Rights Agreement as a Guarantor by executing and delivering a joinder agreement in the form of  Exhibit B
hereto to the Initial Purchasers and (ii) become a Guarantor under the Indenture. 


20









 




































 
        6.    Representations and Warranties of the Initial
Purchasers.    Each Initial Purchaser, severally and not jointly, represents and warrants to the Company that: 


	(a)
	Initial Purchaser Status, Resale Terms. It is a QIB and it will offer the Securities for resale only upon
the terms and conditions set forth in this Agreement and in the Time of Sale Document and the Final Offering Memorandum.



	(b)
	Sale of Restricted Exchange Securities. It will solicit offers to buy the Securities only from, and will
offer and sell the Securities only to, persons reasonably believed by the Initial Purchaser (A) to be QIBs or (B) to not be "U.S. persons" (as defined under Regulation S under the
Securities Act) and in compliance with laws applicable to such persons in jurisdictions outside of the United States; provided,  however, that in purchasing
such Securities, such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors"
contained in the Time of Sale Document and the Final Offering Memorandum.



	(c)
	General Solicitation. No form of general solicitation or general advertising in violation of the Securities
Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Securities to be sold in
reliance on Regulation S, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the
Securities. 



        7.    Conditions.    The obligations of the Initial Purchasers to
purchase the Securities under this Agreement are subject to the performance by each of the Company and the Guarantors of their respective
covenants and obligations hereunder and the satisfaction of each of the following conditions: 


	(a)
	Representations, Warranties and Agreements. All the representations and warranties of the Company and the
Guarantors contained in this Agreement and in each of the other Documents shall be true and correct as of the date hereof and at the Closing Date. On or prior to the Closing Date, the Company and each
other party to the Documents (other than the Initial Purchasers) shall have performed or complied with all of the agreements and satisfied all conditions on their respective parts to be performed,
complied with or satisfied pursuant to the Documents (other than conditions to be satisfied by such other parties, which the failure to so satisfy would not, individually or in the aggregate, have a
Material Adverse Effect). It is understood and agreed that, for purposes of this Agreement, in the event that the Initial Purchasers determine that a Material Adverse Effect or a Material Adverse
Change has occurred and the Company or a Guarantor seeks to dispute such determination, the Company or such Guarantor shall bear the burden of proof to demonstrate by clear and convincing evidence
that a Material Adverse Effect or a Material Adverse Change, as applicable, has not occurred.



	(b)
	Closing Deliverables. The Initial Purchasers shall have received on the Closing
Date:



	(i)
	Officers' Certificate. Certificates dated the Closing Date, signed by (1) the Chief Executive Officer
and (2) the principal financial or accounting officer of the Company and the Guarantors, on behalf of the Company and the Guarantors, to the effect that (a) the representations and
warranties set forth in Section 4 hereof, in each of the Documents and the Perfection Certificate are true and correct in all material respects with the same force and effect as though
expressly made at and as of the Closing Date, (b) the Company and the Guarantors have performed and complied with all agreements and satisfied all conditions in all material respects on its
part to be performed or satisfied at or prior to the Closing Date, (c) at the Closing Date, since the date hereof or since the date of the most recent financial statements in the Time of Sale
Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), no event or events have occurred, no information has become known nor does any
condition exist that, individually or 





21







 


in
the aggregate, would have a Material Adverse Effect, (d) since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of
any amendment or supplement thereto after the date hereof), other than as described in the Time of Sale Document and the Final Offering Memorandum or contemplated hereby, neither the Company, the
Guarantors nor any other Subsidiary has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and its Subsidiaries,
taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of
the Company and its Subsidiaries, taken as a whole, and there has not been any change in the capital stock or
long-term indebtedness of the Company, the Guarantors or any other Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations
or prospects of the Company and its Subsidiaries, taken as a whole, and (e) the sale of the Securities has not been enjoined (temporarily or permanently).  



	(ii)
	Secretary's Certificate. A certificate, dated the Closing Date, executed by the Secretary of the Company
and each Guarantor, certifying such matters as the Initial Purchasers may reasonably request.



	(iii)
	Good Standing Certificates. A certificate evidencing qualification by such entity as a foreign corporation
in good standing issued by the Secretaries of State (or comparable office) of each of the jurisdictions in which each of the Company and the Guarantors operates as of a date within five days prior to
the Closing Date.



	(iv)
	Solvency Certificate. A certificate of solvency, dated the Closing Date, executed by the chief financial
officer of the Company in the form of Exhibit C attached hereto.



	(v)
	CFO Certificates. A certificate, dated the date hereof, executed by the chief financial officer of the
Company, certifying to such financial information, data and other information contained in the Time of Sale Document and the Final Offering Memorandum as Jefferies may reasonably request.



	(vi)
	Company Counsel Opinion. The opinion of Morrison & Foerster, LLP, counsel to the Company,
dated the Closing Date, in the form of Exhibit D attached hereto.



	(vii)
	Opinion of Sheppard Mullin Richter & Hampton LLP. The opinion of Sheppard Mullin
Richter & Hampton LLP, counsel to the Company, regarding security interests and collateral matters, dated the Closing Date, in the form of  Exhibit E attached hereto.



	(viii)
	Local Counsel Opinion. Each of the local counsel to the Company listed on Schedule V hereto or
otherwise agreed upon by the Initial Purchasers shall have furnished to the Initial Purchasers, at the request of the Company, its written opinion, addressed to the Initial Purchasers and dated the
Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.



	(ix)
	Initial Purchaser Counsel Opinion. An opinion, dated the Closing Date, of White & Case LLP,
counsel to the Initial Purchasers, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions.



	(x)
	Comfort Letters. The Initial Purchasers shall have received from each of Grant Thornton LLP, the
registered public or certified public accountants of the Company, and from Plante & Moran, PLLC, the registered public or certified public accountants of Gichner, (A) a customary initial
comfort letter delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), dated the date hereof, in form and substance reasonably satisfactory to the Initial
Purchasers and their counsel, with respect to the financial statements 



22







 


and
certain financial information contained in the Time of Sale Document and the Final Offering Memorandum, and (B) a customary "bring-down" comfort letter, dated the Closing Date,
in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, which includes, among other things, a reaffirmation of the statements made in the initial letter furnished
pursuant to clause (A) with respect to such financial statements and financial information contained in the Time of Sale Document and the Final Offering Memorandum.  




	(c)
	Executed Documents. The Initial Purchasers shall have received fully executed originals of each Document
(each of which shall be in full force and effect on terms reasonably satisfactory to the Initial Purchasers), and each opinion, certificate, letter and other document to be delivered in connection
with the Offering or any other Transaction.



	(d)
	Collateral.



	(A)
	The
Collateral Agent shall have received on the Closing Date the following, in the form and substance reasonably satisfactory to the Initial
Purchasers:



	(i)
	appropriately
completed copies of Uniform Commercial Code financing statements naming the Company and each Guarantor as a debtor and the Collateral Agent as
the secured party, or other similar instruments or documents to be filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the reasonable opinion of the Collateral
Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements;



	(ii)
	appropriately
completed copies of Uniform Commercial Code Form UCC 3 termination statements, if any, necessary to release all Liens (other than Permitted
Liens) of any person in any collateral described in any Collateral Agreement previously granted by any person;



	(iii)
	certified
copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable
to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name the Company or any Guarantor (under its present name and any previous
names) as the debtor, together with copies of such financing statements (none of which shall cover any collateral described in any Collateral Agreement, other than such financing statements that
evidence Permitted Liens);



	(iv)
	such
other approvals, opinions, or documents as the Collateral Agent may reasonably request in form and substance reasonably satisfactory to the Collateral
Agent;






	(B)
	The
Collateral Agent and its counsel shall be satisfied that (a) the Lien granted to the Collateral Agent, for the benefit of the Secured Parties in
the collateral described above is of the priority described in the Time of Sale Document and the Final Offering Memorandum and (b) no Lien exists on any of the collateral described above, other
than the Lien created in favor of the Collateral Agent, for the benefit of the Secured Parties pursuant to a Collateral Agreement in each case subject to the Permitted Liens;



	(C)
	All
Uniform Commercial Code financing statements or other similar financing statements and Uniform Commercial Code Form UCC-3 termination
statements required pursuant to clause (g)(A)(i) and (g)(A)(ii) above (collectively, the "UCC Statements") shall have been delivered to CT
Corporation System or another similar filing service company acceptable to the Collateral Agent (the "Filing Agent"). The Filing Agent shall have
acknowledged in a writing that is reasonably satisfactory to the Collateral Agent and its counsel (i) the Filing Agent's receipt of all UCC Statements, (ii) that the UCC Statements have
either been submitted for filing in the appropriate filing offices or will be submitted for filing in the 





23







 


appropriate
offices within ten days following the Closing Date and (iii) that the Filing Agent will notify the Collateral Agent and its counsel of the results of such submissions within
30 days following the Closing Date.  




	(e)
	Refinancing. The Initial Purchasers shall have received substantially contemporaneously with the Closing
Date a copy of the receipt of a payoff letter from each of the institutions listed on Schedule IV attached hereto.



	(f)
	All
conditions precedent to the Acquisition in the Stock Purchase Agreement shall have been satisfied or waived.



	(g)
	The
credit agreement governing the New Credit Facility shall have been executed and delivered by all parties thereto.



	(h)
	Additional Parties. Each Gichner Entity shall have executed the joinder agreement to this Agreement and
delivered copies of each such executed documents to the Initial Purchasers.



	(i)
	No Material Adverse Change. Subsequent to the respective dates as of which information is given in the Time
of Sale Document (exclusive of any amendment or supplement thereto), there shall not have been any Material Adverse Change that could, in the sole judgment of Jefferies be expected to (i) make
it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Document and the Final
Offering Memorandum, or (ii) materially impair the investment quality of any of the Securities.



	(j)
	No Hostilities. Any outbreak or escalation of hostilities or other national or international calamity or
crisis, including acts of terrorism, or material adverse change or disruption in economic conditions in, or in the financial markets of, the United States (it being understood that any such change or
disruption shall be relative to such conditions and markets as in effect on the date hereof), if the effect of such outbreak, escalation, calamity, crisis, act or material adverse change in the
economic conditions in, or in the financial markets of, the United States could be reasonably expected to make it, in the sole judgment of Jefferies, impracticable or inadvisable to market or proceed
with the offering or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Document and the Final Offering Memorandum or to enforce contracts for the sale of any
of the Securities.



	(k)
	No Suspension in Trading; Banking Moratorium. (i) Trading in the Company's common stock shall have
been suspended by the SEC or the NASDAQ Global Market or a suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global
Market or any setting of limitations on prices for securities occurs on any such exchange or market or (ii) the declaration of a banking moratorium by any Governmental Authority has occurred or
the taking of any action by any Governmental Authority after the date hereof in respect of its monetary or fiscal affairs that, in the case of clause (i) or (ii) of this paragraph, in
the sole judgment of Jefferies could reasonably be expected to have a material adverse effect on the financial markets in the United States or elsewhere.



	(l)
	Corporate Proceedings. All corporate proceedings and other legal matters incident to the authorization, form
and validity of the Documents and the Transactions and all other legal matters relating of the offering, issuance and sale of the Securities and the Transactions shall be reasonably satisfactory in
all material respects to counsel to the Initial Purchaser; and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass
upon such matters.



	(m)
	No Material Applicable Laws or Proceedings. (i) No Applicable Law shall have been enacted, adopted or
issued and (ii) no stop order suspending the qualification or exemption from 


24







 

qualification
of any of the Securities in any jurisdiction shall have been issued and no proceeding for that purpose shall have been commenced or, to the Company's knowledge, after due inquiry, be
pending or contemplated as of the Closing Date that, would, as of the date hereof and at the Closing Date, restrain, enjoin, prevent or interfere with the consummation of the Offering or any of the
Transactions or would, individually or in the aggregate, have a Material Adverse Effect. 




        8.    Indemnification and Contribution.    


	(a)
	Indemnification by the Company and the Guarantors. The Company and each of the Guarantors jointly and
severally agree to indemnify and hold harmless the Initial Purchasers, its affiliates, directors, officers and employees, and each person, if any, who controls the Initial Purchaser within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities of any kind to which the Initial Purchasers, affiliate,
director, officer, employee or such controlling person may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company, insofar as any such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon:



	(i)
	any
untrue statement or alleged untrue statement of a material fact contained in the Time of Sale Document, any Company Additional Written Communication or
the Final Offering Memorandum, or any amendment or supplement thereto; or



	(ii)
	the
omission or alleged omission to state, in the Time of Sale Document, any Company Additional Written Communication or the Final Offering Memorandum, or
any amendment or supplement thereto, a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 






and,
subject to the provisions hereof, will reimburse, as incurred, the Initial Purchasers and its affiliates, directors, officers, employees and each such controlling persons for any legal or other
expenses incurred by such person in connection with investigating, defending against, settling, compromising, paying or appearing as a third-party witness in connection with any such loss, claim,
damage, liability, expense or action in respect thereof; provided, however, the Company and the
Guarantors will not be liable in any such case to the extent (but only to the extent) that a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss,
claim, damage, liability or expense resulted solely from any untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Document, any Company Additional
Written Communication or the Final Offering Memorandum or any amendment or supplement thereto in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to
the Company by the Initial Purchasers specifically for use therein, it being understood and agreed that the only such information furnished by the Initial Purchasers to the Company consists of the
information set forth in Section 13. The indemnity agreement set forth in this Section shall be in addition to any liability that the Company and the Guarantors may otherwise have to the
indemnified parties.  



	(b)
	Indemnification by the Initial Purchasers. Each Initial Purchaser agrees severally and not jointly to
indemnify and hold harmless each of the Company, each of the Guarantors and their respective directors, officers and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities or expenses to which the Company, such Guarantors or any such
director, officer or controlling person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as a court of competent jurisdiction shall have determined by a final,
unappealable judgment that such losses, claims, damages, liabilities or expenses (or actions in respect thereof) have resulted solely from (i) any untrue statement or alleged untrue statement
of 


25







 

any
material fact contained in the Time of Sale Document or the Final Offering Memorandum or any amendment or supplement thereto or (ii) the omission or the alleged omission to state therein a
material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent (but only to the extent) that such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning the Initial Purchasers furnished to the Company by
the Initial Purchasers specifically for use therein as set forth in Section 13; and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any
legal or other expenses incurred by the Company, each of the Guarantors or any such director, officer or controlling person in connection with any such loss, claim, damage, liability, expense or
action in respect thereof. The indemnity agreement set forth in this Section shall be in addition to any liability that the Initial Purchasers may otherwise have to the indemnified parties. 



	(c)
	Notifications and Other Indemnification Procedures. As promptly as reasonably practicable after receipt by
an indemnified party under this Section of notice of the commencement of any action for which such indemnified party is entitled to indemnification under this Section, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the
indemnifying party (i) will not relieve such indemnifying party from any liability under Section 8(a) or (b) above unless and only to the extent it is materially prejudiced as a
proximate result thereof and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in
Section 8(a) and (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate therein and, to the extent that it may elect, jointly with any other indemnifying party similarly notified by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party;  provided, however, that if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest, (ii) the defendants in any such action include both the indemnified party and the indemnifying party, and the
indemnified party shall have concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there
may be one or more legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, or (iii) the indemnifying
party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after receipt by the indemnifying party of notice of
the institution of such action, then, in each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such
indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice
from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the
indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding
sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local
counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Initial Purchasers in
the case of Section 8(a) or the 


26







 

Company
in the case of Section 8(b), representing the indemnified parties under such Section 8(a) or (b), as the case may be, who are parties to such action or actions), (ii) the
indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party or (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of
counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred. After such notice from the indemnifying party to such indemnified party, the indemnifying party will
not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its rights under this Section, in which case the indemnified party may effect such a settlement without such consent. 



	(d)
	Settlements. No indemnifying party shall be liable under this Section for any settlement of any claim or
action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, but if a claim or action settled with its written consent, or if there be a final
judgment for the plaintiff with respect to any such claim or action, each indemnifying party jointly and severally agrees, subject to the exceptions and limitations set forth above, to indemnify and
hold harmless each indemnified party from and against any and all losses, claims, damages or liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending
or threatened proceeding in respect of which the indemnified party is or could have been a party, or indemnity could have been sought hereunder by the indemnified party, unless such settlement
(A) includes an unconditional written release of the indemnified party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the indemnified party.



	(e)
	Contribution. In circumstances in which the indemnity agreements provided for in this Section is unavailable
to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof), each indemnifying party, in order to
provide for just and equitable contributions, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions
in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties, on the one hand, and the indemnified party, on the
other hand, from the Offering or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative
fault of the indemnifying party or parties, on the one hand, and the indemnified party, on the other hand, in connection with the statements or omissions or alleged statements or omissions that
resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers,
on the other hand, shall be deemed to be in the same proportion as the total proceeds from the Offering (before deducting expenses) received by the Company bear to the total discounts and commissions
received by the Initial Purchasers. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Initial Purchasers pursuant to Section 8(b) above, on the other
hand, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omissions, and any other equitable
considerations appropriate in the circumstances. 


27







 
	(f)
	Equitable Consideration. The Company, the Guarantors and the Initial Purchasers agree that it would not be
equitable if the amount of such contribution determined pursuant to Section 8(e) were determined by pro rata or per capita allocation or by any other method of allocation that does not take
into account the equitable considerations referred to in Section 8(e). Notwithstanding any other provision of this Section, the Initial Purchasers shall not be obligated to make contributions
hereunder that in the aggregate exceed the total discounts, commissions and other compensation received by such Initial Purchasers under this Agreement, less the aggregate amount of any damages that
such Initial Purchasers have otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Initial Purchasers' obligation to contribute hereunder shall be several in proportion to their respective purchase obligations hereunder and not joint. For purposes of
Section 8(e), each director, officer and employee of each Initial Purchaser, and each person, if any, who controls the Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Initial Purchasers, and each director, officer and employee of the Company and the
Guarantors, and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall
have the same rights to contribution as the Company and the Guarantors. 



        9.    Termination.    Jefferies may terminate this Agreement at any
time prior to the Closing Date by written notice to the Company if any of the events described in Sections 7(h) (No Material Adverse Change), 7(i) (No Hostilities) or 7(j) (No Suspension in
Trading; Banking Moratorium) shall have occurred or if the Initial Purchasers shall decline to purchase the Securities for any reason permitted by this Agreement. Any termination pursuant to this
Section shall be without liability on the part of (a) the Company or the Guarantors to the Initial Purchasers, except that the Company and the Guarantors shall be obligated to reimburse the
expenses of the Initial Purchasers pursuant to Section 5(f) hereof or (b) the Initial Purchasers to the Company or the Guarantors, except, in the case of each of clauses (a) and
(b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination. 


        10.    Survival.    The representations and warranties, covenants,
indemnities and contribution and expense reimbursement provisions and other agreements of the Company and the Guarantors set forth in or made pursuant to this Agreement shall remain operative and in
full force and effect, and will survive, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of the Initial Purchasers, (ii) the acceptance
of the Securities, and payment for them hereunder, and (iii) any termination of this Agreement. 


        11.    Defaulting Initial Purchaser.    If, on the Closing Date, any
one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such
defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial
Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in  Schedule I hereto bears to the aggregate principal
amount of Securities set forth opposite the names of all such non defaulting Initial
Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the Closing Date any Initial Purchaser shall fail or refuse
to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth
of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the 


28







 



purchase
of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or
of the Company or any Guarantor. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this
Agreement. 


        12.    No Fiduciary Relationship.    The Company and the Guarantors
hereby acknowledge that each Initial Purchaser is acting solely as initial purchaser in connection with the purchase and sale of the Securities. The Company and the Guarantors further acknowledge that
the Initial Purchaser is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Initial
Purchaser act or be responsible as a fiduciary to either the Company, the Guarantors or their respective management, stockholders or creditors or any other person in connection with any activity that
the Initial Purchaser may undertake or have undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Initial Purchasers hereby expressly
disclaim any fiduciary or similar obligations to either the Company or the Guarantors, either in connection with the transactions contemplated by this Agreement or any matters leading up to such
transactions, and the Company and the Guarantors hereby confirm their understanding and agreement to that effect. The Company, the Guarantors and the Initial Purchasers agree that they are each
responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Initial Purchasers to the Company and the Guarantors
regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Company and
the Guarantors. The Company and the Guarantors hereby waive and release, to the fullest permitted by law, any claims that either of the Company or the Guarantors may have against the Initial
Purchasers with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Guarantors in connection with the transactions contemplated by this Agreement or any
matters leading up to such transactions. 


        13.    Information Supplied by Initial Purchasers.    Each of the
Company and the Guarantors hereby acknowledges that, for purposes of Section 4(c) and Section 8, the only information that the Initial Purchasers have furnished to the Company
specifically for use in the Preliminary Offering Memorandum or the Final Offering Memorandum are the statements set forth in (a) the first sentence
of the fourth paragraph and (b) the third sentence of the fifth paragraph under the caption "Plan of Distribution" in the Preliminary Offering Memorandum and the Final Offering Memorandum. 


        14.    Miscellaneous.    


	(a)
	Notices. Notices given pursuant to any provision of this Agreement shall be addressed as follows:
(i) if to the Company, to: 



Kratos
Defense & Security Solutions, Inc.

4820 Eastgate Mall

San Diego, CA 92121

Tel: (858) 812-7300

Fax: (858) 812-7301

Attention: Deanna Lund



with
a copy to: 


Morrison &
Foerster LLP

12531 High Bluff Drive

San Diego, CA 92130

Tel: (858) 720-5100

Fax: (858) 720-5125

Attention: Scott Stanton, Esq.




29







 

and
(ii) if to the Initial Purchasers, to: 


Jefferies &
Company, Inc.

520 Madison Avenue

New York, NY 10022

Attention: General Counsel



and



B.
Riley & Co., LLC

11100 Santa Monica Blvd. Suite 800

Los Angeles, CA 90025

Attention: General Counsel



Imperial
Capital, LLC

2000 Avenue of the Stars

9th Floor South

Los Angeles, CA 90067

Attention: General Counsel



Keybanc
Capital Markets Inc.

127 Public Square

Cleveland, Ohio 44114-1306

Attention: General Counsel



Noble
International Investments, Inc.

6501 Congress Avenue

Boca Raton, FL 33487

Attention: General Counsel 




        (or
in any case to such other address as the person to be notified may have requested in writing).  


	(b)
	Beneficiaries. This Agreement has been and is made solely for the benefit of and shall be binding upon the
Company, the Guarantors, the Initial Purchasers and to the extent provided in Section 8 hereof, the controlling persons, affiliates, officers, directors, partners, employees, representatives
and agents referred to in Section 8 hereof and their respective heirs, executors, administrators, successors and assigns, all as and to the extent provided in this Agreement, and no other
person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" shall not include a purchaser of any of the Securities from the Initial Purchasers merely
because of such purchase. Notwithstanding the foregoing, it is expressly understood and agreed that each purchaser who purchases Securities from the Initial Purchasers is intended to be a beneficiary
of the covenants of the Company and the Guarantors contained in the Registration Rights Agreement to the same extent as if the Securities were sold and those covenants were made directly to such
purchaser by the Company and the Guarantors, and each such purchaser shall have the right to take action against the Company and the Guarantors to enforce, and obtain damages for any breach of, those
covenants.



	(c)
	Governing Law; Jurisdiction; Waiver of Jury Trial; Venue. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York. Each of the Company and the Guarantors hereby expressly and irrevocably (i) submits to the non-exclusive jurisdiction of the
federal and state courts sitting in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the Transactions, and (ii) waives
(a) its right to a trial by jury in any legal action or proceeding relating to this Agreement, the Transactions or any course of conduct, course of dealing, statements (whether verbal or
written) or actions of the Initial Purchasers and for any counterclaim related to any of the foregoing and 


30







 

(b) any
obligation which it may have or hereafter may have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has
been brought in an inconvenient forum.  



	(d)
	Entire Agreement; Counterparts. This Agreement, together with the Engagement Letter, constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.
This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.



	(e)
	Headings. The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.



	(f)
	Separability. If any term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.



	(g)
	Amendment. This Agreement may be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may be given, provided that the same are in writing and signed by all of the signatories hereto.



	(h)
	Agreement Among Initial Purchasers. Any action by the Initial Purchasers hereunder may be taken by Jefferies
on behalf of the Initial Purchasers, and any such action taken by Jefferies shall be binding upon each of the Initial Purchasers. 


31









 




































 
        Please confirm that the foregoing correctly sets forth the agreement between the Company, the Guarantors and the Initial Purchasers. 

 






 



							
	 	 	Very truly yours,
	

 	
 	
KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
AI METRIX, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
DEFENSE SYSTEMS, INCORPORATED
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
DIGITAL FUSION SOLUTIONS, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
DIGITAL FUSION, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer




 

 32







 
 






 



							
	

 	
 	
DTI ASSOCIATES, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
HAVERSTICK CONSULTING, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
HAVERSTICK GOVERNMENT SOLUTIONS, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
HGS HOLDINGS, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
JMA ASSOCIATES, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer




 

 33







 
 






 



							
	

 	
 	
KRATOS COMMERCIAL SOLUTIONS, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
KRATOS GOVERNMENT SOLUTIONS, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
KRATOS MID-ATLANTIC, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
KRATOS SOUTHEAST, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund








 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
KRATOS SOUTHWEST, L.P.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer




 

 34







 
 






 



							
	

 	
 	
KRATOS TEXAS, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
MADISON RESEARCH CORPORATION
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
POLEXIS, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
REALITY BASED IT SERVICES, LTD.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund








 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
ROCKET SUPPORT SERVICES, LLC
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer




 

 35







 
 






 



							
	

 	
 	
SHADOW I, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
SHADOW II, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
SHADOW III, INC.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
SUMMIT RESEARCH CORPORATION
	

 	
 	
By:	
 	
/s/ Deanna H. Lund








 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
SYS
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer
	

 	
 	
WFI NMC CORP.
	

 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	Title:	 	Executive Vice President and Chief Financial Officer




 

 36







 
 






 



							
	Accepted and Agreed to:	 	 
	

JEFFERIES & COMPANY, INC.	
 	

 
	
 By:	
 	
/s/ Kevin Lockhart







 	
 	

 
	 	 	Name:	 	Kevin Lockhart	 	 
	 	 	Title:	 	Managing Director	 	 



 

 37







 
 






 



							
	B. RILEY & CO., LLC	 	 
	
 By:	
 	
/s/ Bryant Riley







 	
 	

 
	 	 	Name:	 	Bryant Riley	 	 
	 	 	Title:	 	Chairman	 	 



 

 38







 
 






 



							
	

IMPERIAL CAPITAL, LLC	
 	

 
	
 By:	
 	
/s/ Mark Martis







 	
 	

 
	 	 	Name:	 	Mark Martis	 	 
	 	 	Title:	 	Chief Operating Officer	 	 



 

 39







 
 






 



							
	

KEYBANC CAPITAL MARKETS INC.	
 	

 
	
 By:	
 	
/s/ Gary E. Andrews








 	
 	

 
	 	 	Name:	 	Gary E. Andrews	 	 
	 	 	Title:	 	Managing Director	 	 



 

 40







 
 






 



							
	

NOBLE INTERNATIONAL INVESTMENTS, INC.	
 	

 
	
 By:	
 	
/s/ Nico P. Pronk







 	
 	

 
	 	 	Name:	 	Nico P. Pronk	 	 
	 	 	Title:	 	President	 	 



 

 41











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Exhibit 10.1