QuickLinks
 -- Click here to rapidly navigate through this document









































 
 

  Exhibit 10.2    
    


 
    SECURITY AGREEMENT    
    


        This SECURITY AGREEMENT (as the same may from time to time be amended, restated or otherwise modified, this "Agreement") is made as of
the 19th day of May, 2010 by: 


        (a)   KRATOS
DEFENSE & SECURITY SOLUTIONS, INC., a Delaware corporation (the "Company"); 


        (b)   each
Subsidiary, as hereinafter defined, that is listed on Exhibit A hereto, and any other Subsidiary that
hereafter becomes a party hereto (such Subsidiaries, together with the Company, each, a "Grantor" and collectively, the
"Grantors"), jointly and severally, in favor of; 


        (c)   WILMINGTON
TRUST FSB ("Wilmington"), as the collateral agent under the Indenture, as hereinafter defined (the
"Collateral Agent"), for the benefit of the Secured Parties, as hereinafter defined. 


        1.    Recitals.    


        WHEREAS,
the Company and Wilmington, as Collateral Agent and as trustee (in such capacity, the "Trustee"), have entered into an Indenture,
dated as of May 19, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), pursuant to which the
Company has issued 10% Senior Secured Notes due June 1, 2017 in a principal amount of $225,000,000 (and, together with any additional notes that may be issued by the Company from time to time
thereunder or exchanged therefor or for such additional notes, the "Notes"); 


        WHEREAS,
each Subsidiary of the Company is required under the Indenture to (a) become a party to the Indenture and deliver a Guarantee to guarantee the payment of the Notes and
the other Obligations of the Company thereunder and the other Indenture Documents to which the Company is a party and (b) become a party hereto as a Grantor and secure its Obligations under the
Indenture, such Guarantee and the other Indenture Documents to which it is a party pursuant to the terms hereof; 



        WHEREAS,
the Company and Keybank National Association (the "Administrative Agent") have entered into (a) that certain Credit and
Security Agreement dated as of May 19, 2010 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the "Credit
Agreement"), and (b) one or more pledge agreements, dated as of May 19, 2010, pursuant to which the Grantors have granted a security interest in the Collateral in
favor of the Administrative Agent; 


        WHEREAS,
the Collateral Agent and the Administrative Agent have entered into that certain Intercreditor Agreement, dated as of May 19, 2010 (as amended, restated, supplemented,
replaced or otherwise modified from time to time, the "Intercreditor Agreement"), which agreement, among other things, sets forth, as between the
Collateral Agent and the Administrative Agent, the relative priority of their respective Liens in the Collateral and their rights with respect thereto; 


        WHEREAS,
the Company desires to secure its Obligations under the Notes, the Indenture and each other Indenture Document to which it becomes a party and each other Grantor that becomes a
party hereto desires to secure its Guarantee, the Indenture and each other Indenture Document to which it becomes a party by granting to Collateral Agent, for the benefit of itself, the Trustee and
the Secured Parties, security interests in the Collateral as set forth herein; and 



        WHEREAS,
to induce the Initial Purchaser to purchase the Notes, each Holder to hold the Notes to be held by it and Wilmington to act in its capacities as Trustee and Collateral Agent,
each Grantor desires to pledge, grant, transfer, and assign to Collateral Agent, for the benefit of itself, the Holders and the Trustee, a security interest in the Collateral to secure the
Obligations, as provided herein. 


        NOW,
THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of
which are 







 



hereby
acknowledged, and each intending to be bound hereby, Collateral Agent and each Grantor agree as follows: 


        2.    Definitions.    Except as specifically defined herein, (a) capitalized terms used herein that are defined
in the Indenture shall have their respective meanings ascribed to them in the Indenture, and (b) unless otherwise defined in the Indenture, terms that are defined in the U.C.C. are used herein
as so defined. As used in this Agreement, the following terms shall have the following meanings: 


        "Account" means an account, as that term is defined in the U.C.C. 


        "Account Debtor" means any Person obligated to pay all or any part of any Account in any manner and includes (without limitation) any
guarantor thereof or other accommodation party therefor. 


        "Additional Documents" is defined in Section 5.1(b). 


        "Administrative Agent" is defined in the third paragraph of the recitals hereto. 


        "Agreement" has the meaning set forth in the preamble hereto. 


        "Assigned Government Contract" means all Government Contracts that (a) are for an amount in excess of Five Hundred Thousand Dollars
($500,000) or, (b) pursuant to the terms of Section 12 hereof, are required to be subject to an Instrument of Assignment and Notice of Assignment of Claims. 



        "Books" means, with respect to each Grantor, all of such Grantor's now owned or hereafter acquired books and records (including all of its
Records indicating, summarizing, or evidencing its assets
(including the Collateral) or liabilities, all of such Grantor's Records relating to its business operations or financial condition, and all of its goods or General Intangibles related to such
information). 


        "Cash Collateral Account" means a commercial Deposit Account designated "cash collateral account" and maintained by one or more Grantors
with a depository institution acceptable to the Collateral Agent, from which the Collateral Agent shall have the exclusive right to withdraw funds until all of the Obligations are paid in full. 


        "Cash Security" means all cash, instruments, Deposit Accounts, and other cash equivalents, whether matured or unmatured, whether collected
or in the process of collection, upon which a Grantor presently has or may hereafter have any claim, wherever located, including but not limited to any of the foregoing that are presently or may
hereafter be existing or maintained with, issued by, drawn upon, or in the possession of the Collateral Agent or any Secured Party. 


        "Collateral" means 


        (a)   with
respect to each Grantor, all of such Grantor's now owned or hereafter acquired right, title, and interest in and to each of the following: 



          (i)  personal
property, 


         (ii)  Accounts,
Investment Property, instruments, contract rights, chattel paper, documents, supporting obligations, letter-of-credit rights, Pledged
Securities, Pledged Notes (if any), Government Contracts, Commercial Tort Claims, General Intangibles, Inventory and Equipment, 


        (iii)  funds
now or hereafter on deposit in one or more Cash Collateral Accounts, if any, and 


        (iv)  Cash
Security; and 




        (b)   Proceeds
of any of the foregoing. Notwithstanding the foregoing and for the avoidance of doubt, the term "Collateral" shall in no event include the Excluded Assets. 



        "Commercial Tort Claim" means a commercial tort claim, as that term is defined in the U.C.C. 


2







 

        "Commercial Tort Claim Assignment" is defined in Section 16. 


        "Control Agreement" means, with respect to the applicable Grantor, a control agreement, in form and substance reasonably satisfactory to
the Administrative Agent (if the Intercreditor Agreement has not been terminated at the time of the execution of such control agreement), executed and delivered by (a) such Grantor,
(b) (i) the Administrative Agent for the benefit of (A) the Lenders and (B) the Collateral Agent for the benefit of the Secured Parties or (ii) if the Intercreditor
Agreement has been terminated, the Collateral Agent, and (c) the applicable (i) securities intermediary (with respect to a Securities Account of such Grantor) or (ii) bank (with
respect to a Deposit Account of such Grantor). 


        "Credit Agreement Priority Collateral" has the meaning set forth in the Intercreditor Agreement. 


        "Default Rate" has the meaning provided in Section 4.01 of the Indenture. 


        "Defeasance" means, with respect to any obligation, the defeasance thereof pursuant to a Legal Defeasance or Covenant Defeasance as
described under Section 8.01 of the Indenture. 


        "Deposit Account" means a deposit account, as that term is defined in the U.C.C. 



        "Designated Number" shall mean, with respect to any Issuer that is (1) a Domestic Subsidiary of a Grantor, all of the Capital Stock
of such Issuer held by such Grantor and (2) a Foreign Subsidiary of a Grantor, with respect to its Capital Stock that is (x) not Voting Stock, all of such Capital Stock of such Issuer
held by such Grantor and (y) Voting Stock, the largest whole number of shares or units, as the case may be, of Voting Stock of such Issuer held by such Grantor representing not greater than
sixty-five percent (65%) of all of the fully diluted issued and outstanding Voting Stock of such Issuer (whether or not owned by such Grantor) 



        "Discharge of Credit Facility Claims" has the meaning set forth in the Intercreditor Agreement. 


        "Equipment" means equipment, as that term is defined in the U.C.C. 


        "Event of Default" means an event or condition that constitutes an Event of Default, as defined in the Indenture. 


        "Excluded Capital Stock" means Capital Stock described in clause (8) of the definition of Excluded Assets. 


        "Future Rights" is defined in Section 3.2 hereto. 


        "General Intangibles" means (a) general intangibles, as that term is defined in the U.C.C.; and (b) choses in action, causes
of action, Intellectual Property, customer lists, corporate or other business records, inventions, designs, patents, patent applications, service marks, registrations, trade names, trademarks,
copyrights, licenses, goodwill, computer software, rights to indemnification and tax refunds. 



        "Government Contract" means an agreement, a contract or a license to which any Grantor and the United States or any of its departments,
agencies or instrumentalities is party. 


        "Insolvency or Liquidation Proceeding" means (a) any voluntary or involuntary case or proceeding under Title 11 of the United
States Code and any similar Federal, state or foreign law for the relief of debtors with respect to any Person, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy
case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Person or with respect to any of their respective assets, (c) any
liquidation, dissolution, reorganization or winding up of any Person whether voluntary or involuntary and whether or not involving insolvency or bankruptcy or (d) any assignment for the benefit
of creditors or any other marshalling of assets and liabilities of any Person. 


        "Instrument of Assignment" means an Instrument of Assignment, in the form of the attached  Exhibit B. 


3







 

        "Intellectual Property" means, with respect to each Grantor, collectively, all of such Grantor's existing and future right, title and
interest in, to and under (a) industrial designs, patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, service marks, trade names,
and copyright registrations and other intellectual property or registrations, whether federal, state or foreign, including, but not limited to, those that are registered or pending as listed on  Schedule 4.11 hereto (as such Schedule 4.11 may from time to time be amended, supplemented
or otherwise modified); (b) common law trademark rights, rights in trade dress, publicity, works of authorship and other unregistered copyrightable material, improvements, and proprietary and
confidential information, including, without limitation, personal, financial, and other sensitive data, plans, know-how, processes, formulae, algorithms and inventions;
(c) renewals, continuations, extensions, reissues and divisions of any of the foregoing; (d) rights to sue for past, present and future infringements or any other commercial tort claims
relating to any of the foregoing; (e) all licenses and all income, revenue and royalties with respect to any licenses, whether registered or unregistered and all other payments earned under
contract rights relating to any of the foregoing; (f) all general intangibles and all intangible intellectual or similar property of such Grantor connected with and symbolized by any of the
foregoing; (g) goodwill associated with any of the foregoing; and (h) all payments under insurance, including the returned premium upon any cancellation of insurance (whether or not the
Collateral Agent or any Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing. 


        "Intercreditor Agreement" is defined in the fourth paragraph of the recitals hereto. 


        "Intellectual Property Security Agreement" means an intellectual property security agreement executed and delivered by the applicable
Grantor and the Collateral Agent, substantially in the form of Exhibit F hereto or such other documents or instruments as may be permitted
pursuant to Section 16 thereof. 


        "Inventory" means inventory, as that term is defined in the U.C.C. 


        "Investment Property" means investment property, as that term is defined in the U.C.C., unless the Uniform Commercial Code as in effect in
another jurisdiction would govern the perfection and priority of a security interest in investment property, and, in such case, "investment property" shall be defined in accordance with the law of
that jurisdiction as in effect from time to time. 


        "Issuer" shall mean, with respect to each Grantor, each of the Persons identified on the attached Exhibit E (or any addendum or
supplement thereto) as an Issuer, and any successors thereto, whether by merger or otherwise 


        "ITU Application" shall mean a trademark application filed with the USPTO pursuant to 15 U.S.C. § 1051(b). 


        "Notes" is defined in the first paragraph of the recitals hereto. 


        "Notice of Assignment of Claims" means a Notice of Assignment of Claims, in the form of the attached  Exhibit C. 


        "Obligations" means all debts, principal, interest (including any interest that, but for the commencement of an Insolvency or Liquidation
Proceeding, would have accrued), default interest, premiums, liabilities (including all amounts owed by any Grantor pursuant hereto), obligations (including indemnification obligations), fees,
charges, costs, reasonable expenses (including any expenses that, but for the commencement of an Insolvency Proceeding, would have accrued), guaranties, covenants, and duties of any kind and
description owing by any Grantor to the Collateral Agent or any other Secured Party pursuant to or evidenced by the Indenture Documents and irrespective of whether for the payment of money, whether
direct or indirect, absolute or contingent, 


4







 



due
or to become due, now existing or hereafter arising, and including all interest not paid when due and all reasonable expenses that any Grantor is required to pay or reimburse by the Indenture
Documents, by law, or otherwise. Any reference in this Agreement to the Obligations shall include all extensions, modifications, renewals or alterations thereof, both prior and subsequent to any
Insolvency Proceeding. 


        "Pledged Interest" means, with respect to each Issuer, the Designated Number of shares of Capital Stock identified on the attached
Exhibit E as Pledged Interests of such Issuer with respect to the Grantor that is a holder of the Capital Stock of such Issuer (or any addendum or supplement thereto); 


        "Pledged Notes" means the promissory notes payable to one or more Grantors, as described on  Exhibit G hereto, if any, and any additional or future note that may
hereafter from time to time be payable to one or more Grantors. 


        "Pledged Securities" means (i) the Pledged Interests and any Future Rights, (ii) any additional Pledged Interests and Future
Rights acquired pursuant to Section 3.2 (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or
otherwise), (iii) all distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received,
receivable or otherwise distributed in respect of or in exchange or substitution for any and all of the Pledged Interests and Future Rights (excluding any of the foregoing items in the preceding
clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged under this
Agreement to exceed, with respect to such Issuer, the Designated Number or (ii) such Pledged Interests or Future Rights to
constitute Excluded Capital Stock, in each case, after giving effect to such issuances), and (iv) such Grantor's right to vote the Pledged Interests and Future Rights. 


        "Proceeds" means (a) proceeds, as defined in the U.C.C., and any other proceeds, and (b) whatever is received upon the sale,
exchange, collection or other disposition of Collateral or proceeds, whether cash or non-cash. Cash proceeds include, without limitation, moneys, checks, and Deposit Accounts. Proceeds
include, without limitation, any Account arising when the right to payment is earned under a contract right, any insurance payable by reason of loss or damage to the Collateral, and any return or
unearned premium upon any cancellation of insurance. Except as expressly authorized in this Agreement, the right of the Collateral Agent and the Secured Parties to Proceeds specifically set forth
herein, or indicated in any financing statement, shall never constitute an express or implied authorization on the part of the Collateral Agent or any Secured Party to a Grantor's sale, exchange,
collection, or other disposition of any or all of the Collateral. 


        "Record" means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable
in perceivable form. 


        "Required Holders" means with respect to any action or direction, the percentage of Secured Parties required pursuant to the Indenture to
take such action or authorize such action or direction. 


        "Secured Party" refers to each of the Holders, the Trustee and the Collateral Agent. 


        "Securities Account" means a securities account, as that term is defined in the U.C.C. 


        "Security Agreement Joinder" means a Security Agreement Joinder, substantially in the form of the attached  Exhibit D, executed and delivered to the Collateral Agent
by a Subsidiary for the purpose of adding an additional Grantor as a party to this
Agreement. 


        "Trademark Act" shall mean the U.S. Trademark Act of 1946, as amended. 


        "Trustee" is defined in the first paragraph of the recitals hereto. 


5







 

        "U.C.C." means the Uniform Commercial Code, as in effect from time to time in the State of New York. 



        "U.C.C. Financing Statement" means a financing statement filed or to be filed in accordance with the Uniform Commercial Code, as in effect
from time to time in the relevant state or states. 


        3.    Security Interest.    



        3.1    Grant of Security Interest.    (i) In consideration of and as security for the full and complete payment of all
of the Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of such Grantor's Collateral. Each Grantor and the Collateral
Agent hereby acknowledge and agree that, with respect to any ITU Application included within the Collateral, to the extent such an ITU Application would, under the Trademark Act, be deemed to be
transferred in violation of 15 U.S.C. § 1060(a) as a result of the security interest granted herein, or otherwise invalidated or made unenforceable as a result of the execution or
performance of this Agreement, no security interest shall be deemed to have been granted in such ITU Application (notwithstanding the provisions of this Agreement or any other Indenture Document)
until such time as the circumstances that would give rise to such violation, invalidation or unenforceability no longer exist. 



         (ii)  If
any Pledged Securities are evidenced by certificates, then the Grantor of such Pledged Securities shall concurrently herewith deposit with the Collateral Agent, for
the benefit of itself and the other Secured Parties, in accordance with the terms of the Intercreditor Agreement, the Pledged Securities owned by such Grantor on the date hereof and the certificates
representing the Pledged Securities endorsed in blank by such Grantor or accompanied by undated stock powers or instruments of transfer, in each case, duly executed in blank by such Grantor. For the
avoidance of doubt, if any certificate or instrument representing any Collateral also represents any Capital Stock that constitutes an Excluded Asset described in clause 6 or clause 8 of
the definition thereof, the Lien created hereunder shall only attach to the Capital Stock evidenced thereby to the extent such Capital Stock does not constitute an Excluded Asset described in
clause 6 or clause 8 of the definition thereof. 


        (iii)  Whether
or not any Pledged Securities are evidenced by certificates, the Grantor of such Pledged Securities shall, and hereby authorizes the Collateral Agent to,
file a U.C.C. Financing Statement naming such Grantor as debtor and the Collateral Agent as secured party with respect to the Pledged Securities in the applicable filing office and in such form
and containing such substance as may be necessary to perfect the security interest of the Pledged Securities Agent in the Collateral by the filing
of a U.C.C. Financing Statement; provided, however, that no such authorization shall obligate the Collateral Agent to make any such filing. Notwithstanding anything to the contrary contained in this
Agreement, the Collateral Agent shall not as a result of this Agreement be responsible or liable for any obligations or liabilities of such Grantor in such Grantor's capacity as a holder of any
Capital Stock of any Issuer, and the Collateral Agent shall not be deemed to have assumed any of such obligations or liabilities. 


        3.2    Subsequently Acquired Pledged Securities.    (i) If at any time or from time to time after the date hereof
during the term of this Agreement, any Grantor shall acquire any additional Pledged Securities, including any further stock, or equity in each Issuer (whether by purchase, dividend, merger,
consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise) (collectively, the "Future
Rights") (provided, however, that Future Rights under this clause shall exclude any Future Rights to the extent and only to the extent that (x) their inclusion would
cause the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or (y) such Future Rights would constitute Excluded Capital Stock, in
each case, after giving effect to the issuance of such Future Rights and any related issuances). 



6







 

         (ii)  Such
Grantor will forthwith pledge and, if applicable, deposit such additional Pledged Securities with the Collateral Agent, for the benefit of itself and, the other
Secured Parties and deliver to the Collateral Agent, for the benefit of itself and the other Secured Parties, certificates or instruments therefor, endorsed in blank by such Grantor or accompanied by
undated stock powers or instruments of transfer, in each case, duly executed in blank by such Grantor, and will promptly thereafter deliver to the Collateral Agent, for the benefit of itself and the
other Secured Parties, a certificate (which shall be deemed to supplement the attached Exhibit E hereto with respect to such Grantor) executed by such Grantor describing such Pledged Securities
and the other Pledged Securities pledged to the Collateral Agent, and certifying that the same have been duly pledged with the Collateral Agent hereunder. For the avoidance of doubt, if any
certificate or instrument representing any such additional Pledged Securities also represents any Capital Stock that constitutes an Excluded Asset described in clause 6 or clause 8 of
the definition thereof, the Lien created hereunder shall only attach to the Capital Stock evidenced thereby to the extent such Capital Stock does not constitute an Excluded Asset described in
clause 6 or clause 8 of the definition thereof. 


        (iii)  Whether
or not such additional Pledged Securities are evidenced by certificates, such Grantor shall, and hereby authorizes the Collateral Agent to, file a
U.C.C. Financing Statement naming such Grantor as debtor and the Collateral Agent as secured party with respect to the additional Collateral in the applicable filing office and in such form and
containing such substance as may be necessary to perfect the security interest of the Collateral Agent in the additional Pledged Securities by the filing of a U.C.C. Financing Statement; provided,
however, that no such authorization shall obligate the Collateral Agent to make any such filing. 



        3.3    Uncertificated Pledged Securities.    In addition to anything contained in Sections 3.1 and 3.2 hereof,
if any Collateral (whether now owned or hereafter acquired) are not certificated or becomes an uncertificated security, the applicable Grantor shall promptly notify the Collateral Agent in writing
thereof and shall promptly take all actions required to perfect or improve the perfection of the security interest and pledge in favor of the Collateral Agent under applicable law (including, in any
event, any action required or appropriate under this Agreement or the U.C.C.). Such Grantor further agrees to take such actions as may be necessary to permit the Collateral Agent to exercise any of
its rights and remedies hereunder. 


        3.4    Voting, etc.    Until the occurrence and continuance of an Event of Default, each Grantor shall be entitled to
vote any and all of the Pledged Securities; provided; however, that no vote shall be cast or any action taken by such Grantor with respect to any Pledged Securities which would violate or be
materially inconsistent with any of the terms of this Agreement, the Indenture, any other Indenture Document, or which would have the effect of materially impairing the position or interests of the
Collateral Agent or which would authorize or effect actions prohibited under the terms of the Indenture or any Indenture Document. All such rights of such Grantor to vote any Pledged Securities shall
cease upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent so directs and provides notice to such Grantor to do so; provided, however, that upon the cure or
waiver of such Event of Default, all rights of the Collateral Agent to vote any and all of the Pledged Securities shall cease. 


        3.5    Payments and Other Distributions.    Until the occurrence and continuance of an Event of Default and subject in
all cases to the Intercreditor Agreement, all cash, dividends or distributions payable in respect of the Pledged Securities (to the extent such payments shall be permitted pursuant to the terms and
provisions of the Indenture) shall be paid to the applicable Grantor; provided, however, upon the occurrence and during the continuance of an Event of Default, all cash dividends or distributions
payable in respect of the Pledged Securities shall be paid to the Collateral Agent as security for the Obligations if the Collateral Agent so directs and provides notice to such Grantor to that
effect; provided, further that upon the cure or waiver of such Event 



7







 




of
Default, all cash dividends or distributions payable in respect of the Pledged Securities shall be paid to such Grantor. The Collateral Agent shall be entitled to receive directly, and to retain as
part of the Pledged Securities: 


        (a)   all
other or additional securities or investment property, or rights to subscribe for or purchase any of the foregoing, or property (other than cash) paid or distributed
by way of dividend in respect of the Pledged Securities (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their
inclusion would cause (i) the number of shares or units, as the case may be, of such other or additional securities or Investment Property pledged hereunder to exceed the Designated Number or
(ii) such Pledged Securities to constitute Excluded Capital Stock, in each case, after giving effect to such issuances); and 



        (b)   all
other or additional securities, investment property or property (including cash) paid or distributed in respect of the Pledged Securities by way of split,
spin-off, split-up, reclassification, combination of shares or similar rearrangement (excluding any of the foregoing items in the preceding clause with respect to an Issuer to
the extent and only to the extent that their inclusion would cause (i) the number of shares or units, as the case may be, of Capital Stock pledged hereunder to exceed the Designated Number or
(ii) such other or additional securities or investment property to constitute Excluded Capital Stock, in each case, after giving effect to such issuances). 


Subject
to the Intercreditor Agreement, if at any time any Grantor shall obtain or possess any of the foregoing Pledged Securities described in this Section, such Grantor shall be deemed to hold such
Pledged Securities in trust for the Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties, and such Grantor shall promptly surrender and deliver such Pledged
Securities to the Collateral Agent. 




        4.    Representations and Warranties.    All representations and warranties made by the Company with respect to each
Grantor and contained in the Indenture are incorporated herein by reference and each Guarantor hereby makes such continuing representations and warranties on its own behalf. Each Guarantor hereby
further represents and warrants to the Collateral Agent and each Secured Party as follows: 



        4.1.  Such
Grantor is duly organized or formed, as applicable, validly existing and in good standing under the laws of its state of incorporation or formation, as applicable,
and is duly qualified to do business in each state in which a failure to so qualify would have a material adverse effect on such Grantor. 


        4.2.  Such
Grantor has the power, authority and legal right to pledge the Collateral of such Grantor, to execute and deliver this Agreement, and to perform and observe the
provisions hereof. The officers or members/managers acting on such Grantor's behalf have been duly authorized to execute and deliver this Agreement. This Agreement is valid and binding upon such
Grantor in accordance with the terms hereof. 


        4.3.  Neither
the execution and delivery of this Agreement, nor the performance and observance of the provisions hereof, by such Grantor will conflict with, or constitute a
violation or default under, any provision of any applicable law or of any contract (including, without limitation, such Grantor's organizational documents or of any other writing binding upon such
Grantor in any manner. 


        4.4.  Each
Grantor's state of organization or formation, as applicable, is set forth on Schedule 4.4 to this Agreement.
No Grantor has changed its name during the last five years and no Grantor has conducted business under a trade or assumed name. Each Grantor's chief executive office is set forth on  Schedule 4.4 to
this Agreement. Each Grantor has places of business or maintains Collateral at the locations set forth on
Schedule 4.4 to this Agreement. 



8









 



































 



        4.5.  At
the execution and delivery hereof, except as permitted pursuant to the Indenture, (a) there is no U.C.C. Financing Statement outstanding covering the
Collateral, or any part thereof; (b) none of the Collateral is subject to any security interest or Lien of any kind; (c) the Internal Revenue Service has not alleged the nonpayment or
underpayment of any tax by any Grantor or threatened to make any assessment in respect thereof; (d) upon execution of this Agreement and the filing of the U.C.C. Financing Statements in
connection herewith, the Collateral Agent will have, for the benefit of the Secured Parties, a valid and enforceable first security interest in the Collateral (to the extent perfection can be
accomplished by such filing or action, or, with respect to the Credit Agreement Priority Collateral, so long as the Intercreditor Agreement is in effect, a second lien subject only to the first lien
of the Administrative Agent, on behalf of the Lenders) that is the type in which a security interest may be created under the U.C.C. by the execution of a security agreement and perfected by the
filing of a U.C.C. Financing Statement (other than commercial tort claims); and (e) no Grantor has entered into any contract or agreement that would prohibit the Collateral Agent from acquiring
a security interest, mortgage or other Lien on, or a collateral assignment of, any of the property or assets of such Grantor. 


        4.6.  Such
Grantor is the legal record and beneficial owner of, and has good and marketable title to, the Pledged Securities such Grantor purports to own, and such Pledged
Securities are not subject to any pledge, lien, mortgage, hypothecation, security interest, charge, option, warrant or other encumbrance whatsoever, nor to any agreement purporting to grant to any
third party a security interest in the property or assets of such Grantor that would include such Pledged Securities, except as permitted pursuant to the Indenture. 


        4.7.  All
of the Pledged Securities have been duly authorized and validly issued, and are fully paid and non-assessable. 


        4.8.  The
Pledged Securities are, as of the date hereof, and shall be at all times during the term of this Agreement, freely transferrable without restriction or limitation
(except as limited by the terms of this Agreement). If the Pledged Securities are "restricted securities" within the meaning of Rule 144, or any amendment thereof, promulgated under the
Securities Act of 1933, as amended, as determined by
counsel for such Grantor, such Grantor further represents and warrants that (a) such Grantor has been the beneficial owner of the Pledged Securities for a period of at least one year prior to
the date hereof, (b) the full purchase price or other consideration for the Pledged Securities has been paid or given at least one year prior to the date hereof, and (c) such Grantor
does not have a short position in or any put or other option to dispose of any securities of the same class as the Pledged Securities or any other securities convertible into securities of such class;
provided that Gichner and its subsidiaries were acquired on May 19, 2010 pursuant to the Gichner Acquisition Documents. 



        4.9.  At
the execution and delivery hereof, Schedule 4.9 to this Agreement sets forth a true, correct and complete list
of all Assigned Government Contracts in effect. All such Assigned Government Contracts, together with any updates, are in full force and effect and no defaults currently exist thereunder (other than
as described in Schedule 4.9 to this Agreement or in such updates). Except as set forth in  Schedule 4.9 to this Agreement, no Assigned Government
Contract (a) contains any provision restricting assignments of sums due thereunder
to the Collateral Agent, or (c) has been assigned to any other Person pursuant to the Assignment of Claims Act of 1940 other than the Administrative Agent. 



        4.10.  Each
Pledged Note constitutes a valid obligation of the maker thereof, and is enforceable according to its tenor and free from any defense or offset of any kind. No
default has occurred under any Pledged Note. Each Grantor has a valid, duly perfected security interest in and lien on all of the property that serves to secure its Pledged Notes. No Grantor has any
obligations to make any further or additional loans or advances to, or purchases of securities from, any maker 



9







 




with
respect to any of the Pledged Notes of such Grantor. No Pledged Note of any Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged
against such Grantor by any Person. 


        4.11.  Each
Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to its Intellectual Property, free and clear of any liens,
charges and encumbrances, including, without limitation, pledges, assignments, licenses, registered user agreements and covenants by such Grantor not to sue third Persons, except as permitted by the
Indenture. Each Grantor owns all of its Intellectual Property and, whether the same are registered or unregistered, no such Intellectual Property has been adjudged invalid or unenforceable. No Grantor
has knowledge of any claim that (i) the use of any of its Intellectual Property or the operation of its business does or may violate the rights of any Person, (ii) challenges the
Grantor's rights to, or the validity of, any of the Intellectual Property, nor, to the knowledge of the Grantor, is there any basis for either such claim. Each Grantor has used, and shall continue to
use, for the duration of this Agreement, proper statutory notice in connection with its use of its Intellectual Property, except where the failure to do so will not have a material adverse effect on
such Grantor, and has taken all necessary and otherwise reasonable measures to maintain such Intellectual Property, including the prompt filing of all documents with applicable authorities and the
timely payment of all applicable fees. Schedule 4.11 hereto sets forth all federally registered patents, trademarks, copyrights, service marks
and license agreements owned by the Company or any Subsidiary as of the date hereof. 


        4.12.  Each
Grantor has received consideration that is the reasonably equivalent value of the obligations and liabilities that such Grantor has incurred to the Secured
Parties. Excluding intercompany liabilities, no Grantor is insolvent, as defined in any applicable state or federal statute, nor will any Grantor be rendered insolvent by the execution and delivery of
this Agreement to the Collateral Agent or any other documents executed and delivered to the Collateral Agent or the Secured Parties in connection herewith. No Grantor has engaged, nor is any Grantor
about to engage, in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to the Secured
Parties incurred hereunder. No Grantor intends to, nor does any Grantor believe that it will, incur debts beyond its ability to pay such debts as they mature. 




        5.    Covenants    



        5.1    Filing of Financing Statements; Delivery of Additional Documentation Required.    (a) Each Grantor hereby
authorizes the Collateral Agent to file U.C.C. Financing Statements necessary or desirable to effectuate the transactions contemplated by the Indenture Documents, and any continuation statement
or amendment with respect thereto, including an "all assets" financing statement, in any appropriate filing office; provided,  however, that no such
authorization shall obligate the Collateral Agent to make any such filing. 


        (b)   Each
Grantor shall prepare, execute and deliver to, and if applicable, file, any and all financing statements, original financing statements in lieu of continuation
statements, amendments to financing statements, fixture filings, security agreements, pledges, assignments, Commercial Tort Claim Assignments, endorsements of certificates of title, and all other
documents (collectively, the "Additional Documents") as may be necessary (and to the extent the Collateral Agent is a party thereto, in form and
substance reasonably satisfactory to the Collateral Agent) to create, perfect, and continue the perfection of or to improve the priority the Collateral Agent's Liens in the Collateral of such Grantor
(whether now owned or hereafter arising or acquired or tangible or intangible), or to fully consummate all of the transactions contemplated hereby and under the other Indenture Documents. Not in
limitation but in furtherance of the foregoing, the Company shall comply with its obligations in the immediately preceding sentence as such obligations relate 



10







 




to
the preparation and filing by it of a U.C.C. Financing Statement, together with any applicable filing fees, within 10 days of the date hereof in the applicable filing office, and following
the filing thereof shall provide the Collateral Agent with evidence of the same. To the maximum extent permitted by applicable law, such Grantor authorizes the Collateral Agent to execute any such
Additional Documents in such Grantor's name and authorizes the Collateral Agent to file such executed Additional Documents in any appropriate filing office;  provided, however, that no such authorization shall obligate the Collateral Agent to take any such
action. In addition, no less frequently than annually, each Grantor shall (i) provide the Collateral Agent with a report of all new material patents, patent applications, trademarks, trademark
applications, copyrights or copyright applications acquired or generated by such Grantor during the prior period and (ii) cause to be prepared, executed, and delivered to the Collateral Agent
supplemental schedules to the applicable Collateral Agreements to identify such patents, copyrights, and trademarks as being subject to the security interests created
thereunder; provided, however, that no Grantor shall register or apply to register with (A) the
United States Copyright Office any unregistered copyrights (whether in existence on the Issue Date or thereafter acquired, arising, or developed) unless within 30 days of any such registration
or application for registration, such Grantor executes and delivers to the Collateral Agent and files with the United States Copyright Office an Intellectual Property Security Agreement, supplemental
schedules to any existing Intellectual Property Security Agreement, or such other documentation as may be necessary in order to perfect and continue the perfection of or protect the Collateral Agent's
Liens on such copyrights following such registration or (B) the United States Patent and Trademark Office any unregistered patents or trademarks (whether in existence on the Issue Date or
thereafter acquired, arising, or developed) unless within 30 days of any such registration or application for registration, the applicable Person executes and delivers to the Collateral Agent
and files with the United States Patent and Trademark Office an Intellectual Property Security Agreement, supplemental schedules to any existing Intellectual Property Security Agreement, or such other
documentation as may be necessary in order to perfect and continue the perfection of or protect the Collateral Agent's Liens on such patents or trademarks following such registration. If the
Collateral Agent does not receive an updated report from the Grantors, the Collateral Agent may assume that no further intellectual property was created or is in the need of updating and the
Collateral agent need not undertake an investigation into any such issues. The Company shall submit the Intellectual Property Security Agreement executed by it as of the date hereof for filing with
the United States Copyright Office and the United States Patent and Trademark Office, as applicable, together with all necessary filing, registration or similar fees, within 30 days of the date
hereof, and following such submission thereof shall provide the Collateral Agent with evidence of the same. 



        5.2    Insurance.    Each Grantor covenants and agrees that such Grantor shall, at such Grantor's expense, maintain
insurance respecting its assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks and in such amounts as ordinarily are insured against by other
Persons engaged in the same or similar businesses. Such Grantor also shall maintain business interruption, public liability, and product liability insurance, as well as insurance against larceny,
embezzlement, and criminal misappropriation. Such Grantor shall deliver copies of all such policies or certificates of insurance evidencing the same to the Collateral Agent with an endorsement naming
the Collateral Agent as loss payee (under a satisfactory lender's loss payable endorsement) or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause
requiring the insurer to give not less than 30 days prior written notice to the Collateral Agent in the event of cancellation of any such policy for any reason whatsoever; 


        5.3    Location of Inventory and Equipment.    Each Grantor covenants and agrees that such Grantor shall keep such
Grantor's Inventory and Equipment only at the locations identified on Schedule 4.4 and its chief executive offices only at the locations identified on Schedule 4.4; 



11







 




provided,
however, that such Grantor may amend Schedule 4.4 so long as such amendment occurs by prompt written notice to the Collateral Agent, and so long as such new location is within the
continental United States or Canada. 


        5.4    Property Acquired Subsequent to the Closing Date and Right to Take Additional Collateral.    Each Grantor shall
provide the Collateral Agent with prompt written notice with respect to any real or personal property (other than in the ordinary course of business and excluding Accounts, Inventory, Equipment and
General Intangibles and other property acquired in the ordinary course of business or any Investment Property that constitutes securities of a Foreign Subsidiary not required to be pledged pursuant to
this Agreement) acquired by any Grantor subsequent to the date hereof. In addition to any other right that the Collateral Agent and the Secured Parties may have pursuant to this Agreement or
otherwise, the Company shall, and shall cause each Guarantor to, grant to the Collateral Agent, for the benefit of the Secured Parties, as additional security for the Obligations, a first (or, in the
case of the Indenture Priority Collateral (as such defined in the Intercreditor Agreement), so long as the Intercreditor Agreement is in effect, a second) Lien on any real or personal property of the
Company and each Guarantor (other than Excluded Assets). Each Grantor agrees to secure, within twenty (20) days after the date of such acquisition, all of the Obligations by delivering to the
Collateral Agent, as applicable, security agreements, intellectual property security agreements, pledge agreements, mortgages (or deeds of trust, if applicable) or other documents, instruments or
agreements with respect to any of the Grantors. The Company shall perform and pay all recordation, legal and other expenses in connection therewith. 


        5.5    Deposit Accounts and Securities Accounts.    (a) No later than sixty (60) days after the Issue Date
(unless a longer period has been agreed to by the Administrative Agent), the Company shall have delivered to the Administrative Agent an executed Control Agreement, for each Deposit Account maintained
by a Grantor; provided that the Company shall not be required to deliver a Control Agreement with respect to any of the Deposit Accounts referenced in the next sentence, so long as the Company is in
compliance with this sentence. No later than one hundred (100) days after the Issue Date (unless a longer period has been agreed to by the Administrative Agent), the Company shall have closed
the Deposit Accounts designated as Deposit Accounts to be closed in Schedule 5.5 hereto. 


        (b)   Subject
to Section 5.5(a), each Grantor covenants and agrees that such Grantor will not maintain, on or after the date that is 60 days following the Issue
Date, any Deposit Account or Securities Account having an average closing balance in excess of (i) $100,000, individually, or (ii) $500,000, in the aggregate, in each case, for any five
consecutive Business Day period unless such Grantor and the applicable securities intermediary or bank shall have entered into a Control Agreement governing such Deposit Account or Securities Account,
as the case may be, in order to perfect or improve the priority of the Collateral Agent's Liens therein. Each Grantor agrees that it will take all commercially reasonable steps in order for the
Collateral Agent or the Administrative Agent as contemplated by the Intercreditor Agreement to obtain control in accordance with Sections 8-106, 9-104,
9-105, 9-106, and 9-107 of the U.C.C. with respect to all of its Securities Accounts, Deposit Accounts, electronic chattel paper, Investment Property, and
letter-of-credit rights (other than Deposit Accounts and Securities Accounts having an average closing balance in excess of (i) $100,000, individually, or
(ii) $500,000, in the aggregate, in each case, for any five consecutive Business Day period). Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event
of Default, the Collateral Agent may notify any bank or securities intermediary subject to a Control Agreement to liquidate the applicable Deposit Account or Securities Account or any related
Investment Property maintained or held thereby and remit the proceeds thereof to the Collateral Agent. 


        5.6    Right to Inspect.    The Collateral Agent (through any of its officers, employees, or agents) shall have the
right (but not the obligation) no more frequently than annually (unless an Event of 



12







 




Default
is outstanding) to inspect the Books of any Grantor and make copies or abstracts thereof and to check, test, and appraise the Collateral, or any portion thereof, in order to verify each
Grantor's financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral at such reasonable times as the Collateral Agent may designate, and so long
as no Default or Event of Default has occurred and is continuing, with reasonable prior notice. 




        6.    Corporate Names and Location of Collateral.    No Grantor shall (a) change its name, or (b) change
its jurisdiction or form of organization or extend or continue its existence in or to any other jurisdiction (other than its jurisdiction of organization at the date of this Agreement) unless such
Grantor shall have provided the Collateral Agent with any and all Additional Documents necessary to maintain the perfection of the Collateral Agent's Liens on the Collateral. Each Grantor shall also
provide the Collateral Agent with prior written notification of (i) any new locations where any of the Inventory or Equipment of such Grantor is to be maintained; (ii) the location of
any new places of business or the changing or closing of any of its existing places of business; and (iii) any change in such Grantor's chief executive office. In the event of any of the
foregoing the Grantor shall, and the Collateral Agent is hereby authorized to file new U.C.C. Financing Statements describing the Collateral and otherwise in form and substance sufficient for
recordation wherever necessary, to perfect or continue perfected the security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral,  provided, however, that no such
authorization shall obligate the Collateral Agent to make any such filing. Grantors shall pay all filing and recording
fees and taxes in connection with the filing or recordation of such U.C.C. Financing Statements and shall immediately reimburse the Collateral Agent therefor if the Collateral Agent pays the same.
Such amounts not so paid or reimbursed shall be expenses secured by the Lien of this Agreement on the Collateral. 


        7.    Notice.    Grantors shall give the Collateral Agent prompt written notice if any Event of Default shall occur
hereunder or if the Internal Revenue Service shall allege the nonpayment or underpayment of any tax by any Grantor or threaten to make any assessment in respect thereof. 



        8.    Financial Records.    Each Grantor shall (a) maintain at all times true and complete financial records
and books of accounts in accordance with generally accepted accounting principles consistently applied and, without limiting the generality of the foregoing, prepare authentic invoices for all of the
Accounts of such Grantor; (b) render to the Collateral Agent, forthwith upon each request of the Collateral Agent, such financial statements of such Grantor's financial condition and
operations, including but not limited to such Grantor's tax returns, and such reports of the Accounts of such Grantor, as the Collateral Agent may from time to time request; and (c) during the
continuance of an Event of Default, forward to the Collateral Agent, upon request of the Collateral Agent, whenever made, (i) invoices, sales journals or other documents satisfactory to the
Collateral Agent, as the case may be, that summarize the Accounts of such Grantor, certified by an officer of such Grantor, (ii) within the time specified by the Collateral Agent, an aging
report of the Accounts of such Grantor then outstanding setting forth, in such form and detail and with such representations and warranties as the Collateral Agent may from time to time require, the
unpaid balances of all invoices billed respectively during that period and
during each of the three next preceding periods, and certified by an officer of such Grantor, and (iii) with respect to the Inventory and any other Collateral of such Grantor, such reports and
other documents that are satisfactory to the Collateral Agent. 



        9.    Transfers, Liens and Modifications Regarding Collateral.    No Grantor shall, except to the extent not
prohibited under the Indenture, sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or create, incur, or permit to exist any pledge, lien, mortgage, hypothecation,
security interest, charge, option or any other encumbrance with respect to any of such Grantor's Collateral, or any interest therein, or Proceeds, except for the lien and security interest provided
for by this Agreement, any security agreement securing only the Collateral Agent, for the benefit of the Secured Parties and Permitted Liens. 


13







 

        10.    Collateral.    Each Grantor shall: 


        (a)   at
all reasonable times during the continuance of an Event of Default, allow the Collateral Agent by or through any of its officers, agents, employees, attorneys or
accountants to (i) examine, inspect and make extracts from such Grantor's Books, including, without limitation, the tax returns of such Grantor, (ii) arrange for verification of such
Grantor's Accounts, under reasonable procedures, directly with Account Debtors of such Grantor or by other methods, (iii) examine and inspect such Grantor's Inventory and Equipment, wherever
located, and (iv) conduct appraisals of such Grantor's Inventory; 


        (b)   promptly
furnish to the Collateral Agent, upon written request, (i) additional statements and information with respect to such Grantor's Collateral, and all
writings and information relating to or evidencing any of such Grantor's Accounts (including, without limitation, computer printouts or typewritten reports listing the mailing addresses of all present
Account Debtors of such Grantor), and (ii) any other writings and information as the Collateral Agent may request; 


        (c)   promptly
notify the Collateral Agent in writing upon the creation by any Grantor of a Deposit Account or Securities Account not listed on  Schedule 5.5 to this Agreement, and, within thirty (30) days
after the creation of such Deposit Account or Securities Account, provide for
the execution of a Control Agreement with respect thereto, if required by Section 5.5 provided that (i) no Deposit Account Control Agreement shall be required with respect to any Deposit
Accounts of a Credit Party solely used to fund California payroll, (ii) all Deposit Accounts (other than as set forth in subpart (i) hereof or Section 5.5 hereof) of the Grantors
shall be maintained with the Administrative Agent, and (iii) with respect to any Securities Account opened by a Grantor within sixty (60) days after the Closing Date, such Credit Party
shall have thirty (30) days after the opening of such Securities Account to deliver a Securities Account Control Agreement with respect thereto; 


        (d)   promptly
notify the Collateral Agent in writing whenever the Inventory of a Grantor, valued in excess (on an aggregate basis for all such Inventory of all Credit Parties
at such location) of Five Hundred Thousand Dollars ($500,000), is located at a location of a third party (other than a Grantor that is not listed on Schedule 4.4 hereto and, except where such
Inventory is located at a location of the United States government, cause to be executed and delivered to the Collateral Agent contemporaneously with any landlord's waiver, bailee's waiver,
processor's waiver or similar document or notice that may be executed and delivered to the Administrative Agent; 


        (e)   promptly
notify the Collateral Agent in writing of any information that such Grantor has or may receive with respect to such Grantor's Collateral that might reasonably
be determined to materially and adversely affect the value thereof or the rights of the Collateral Agent and the other Secured Parties with respect thereto; 



        (f)    maintain
such Grantor's (i) Equipment in good operating condition and repair, ordinary wear and tear excepted, making all necessary replacements thereof so that
the value and operating efficiency thereof shall at all times be maintained and preserved, (ii) finished goods Inventory in saleable condition, and (iii) other items of Collateral, taken
as an entirety, in such conditions as is consistent with generally accepted business practices, ordinary wear and tear excepted; 


        (g)   subject
to the provisions of the Intercreditor Agreement, deliver to the Collateral Agent, to hold as security for the Obligations all certificated Investment Property
(other than Pledged Securities) owned by such Grantor, in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, or in the event such
Investment Property is in the possession of a Securities Intermediary or credited to a Securities Account, execute with the related Securities Intermediary a Securities Account Control Agreement over
such Securities Account in favor of the Collateral Agent, for the benefit of the Secured Parties; 


14









 



































  
        (h)   upon request of the Collateral Agent, but subject to the provisions of the Intercreditor Agreement, promptly take such action and promptly make, execute, and deliver all
such additional and further items, deeds, assurances, instruments and any other writings as the Collateral Agent may from time to time deem necessary or appropriate, including, without limitation,
chattel paper, to carry into effect the intention of this Agreement, or so as to completely vest in and ensure to the Collateral Agent and the Secured Parties their respective rights hereunder and in
or to the Collateral. 


        11.    Grantors' Obligations with Respect to Intellectual Property.    



        (a)   Subject
to the provisions of the Intercreditor Agreement, no Grantor shall sell or assign its interest in, or, except as permitted in the Indenture, grant any license or
sublicense with respect to, any Intellectual Property of such Grantor. Any attempted sale or license is null and void. No Grantor shall use the Intellectual Property of such Grantor in any manner that
would jeopardize the validity or legal status thereof. Each Grantor shall comply with all patent marking requirements as specified in 35 U.S.C. § 287. Each Grantor shall further
conform its usage of any trademarks to standard trademark usage, including, but not limited to, using the trademark symbols ®, TM, and SM where appropriate. 



        (b)   Except
as excused pursuant to the Indenture, each Grantor shall have the duty to prosecute diligently any patent, trademark, servicemark or copyright application pending
as of the date of this Agreement or thereafter until this Agreement shall have been terminated, to file and prosecute opposition and cancellation proceedings and to do any and all acts that are
necessary or desirable to preserve and maintain all rights in the Intellectual Property of such Grantor, including, but not limited to, payment of any maintenance fees. Any expenses incurred in
connection with the Intellectual Property of Grantors shall be borne by Grantors. Grantors shall not abandon any Intellectual Property, unless the Grantor otherwise determines in its reasonable
business judgment, that it no longer benefits from maintaining such Intellectual Property. 



        12.    Grantors' Obligations with Respect to Assigned Government Contracts.    Subject to the Intercreditor Agreement,
each Grantor shall, within a commercially reasonable time period, notify the Collateral Agent in writing whenever a new Assigned Government Contract comes into existence, and deliver to the Collateral
Agent (a) an executed Instrument of Assignment, and (b) an executed Notice of Assignment of Claims. With respect to any Government Contract that is not already subject to an Instrument
of Assignment and a Notice of Assignment of Claim, upon the occurrence of an Event of Default, each Grantor shall promptly execute and deliver to the Collateral Agent (i) an Instrument of
Assignment, and (ii) a Notice of Assignment of Claim. The Collateral Agent is hereby authorized to file, with the appropriate Governmental Authority, all Instruments of Assignment and Notices
of Assignment of Claim required to be delivered to the Collateral Agent under the terms of this Agreement. 


        13.    Collections and Receipt of Proceeds by Grantors.    


        Prior
to exercise by the Collateral Agent of its rights under this Agreement, both (i) the lawful collection and enforcement of all of the Accounts of each Grantor, and
(ii) the lawful receipt and retention by a Grantor of all Proceeds of all of the Accounts and Inventory of such Grantor shall be as the agent of the Collateral Agent for the benefit of the
Secured Parties. 


        14.    Collections and Receipt of Proceeds by the Collateral Agent.    During the continuance of an Event of Default,
but subject to the provisions of the Intercreditor Agreement, the Collateral Agent shall, at all times, have the right, but not the duty, to collect and enforce any or all of the Accounts of Grantors
as the Collateral Agent may deem advisable and, if the Collateral Agent shall at any time or times elect to do so in whole or in part, the Collateral Agent shall not be liable to any Grantor except
for its own willful misconduct or gross negligence, if any. Each Grantor hereby constitutes and appoints the Collateral Agent, or the Collateral Agent's designated agent, as such Grantor's
attorney-in-fact to exercise (subject to the Intercreditor Agreement), at any time, all or any of the following powers which, 


15







 



being
coupled with an interest, shall be irrevocable until the Obligations are paid and performed in full (other than contingent indemnification obligations) or the Defeasance thereof shall have been
consummated: 


        (a)   to
receive, retain, acquire, take, endorse, assign, deliver, accept and deposit, in the name of the Collateral Agent or any Grantor, any and all of such Grantor's cash,
instruments, chattel paper, documents, Proceeds of Accounts, Proceeds of Inventory, collection of Accounts, and any other writings relating to any of the Collateral. Each Grantor hereby waives
presentment, demand, notice of dishonor, protest, notice of protest and any and all other similar notices with respect thereto, regardless of the form of any endorsement thereof. Neither the
Collateral Agent nor any Secured Party shall be bound or obligated to take any action to preserve any rights therein against prior parties thereto; 



        (b)   to
transmit to Account Debtors of such Grantors, on any or all of the Accounts of such Grantor, notice of assignment to the Collateral Agent, for the benefit of the
Secured Parties, thereof and the security interest of the Collateral Agent, for the benefit of the Secured Parties, and to request from such Account Debtors at any time, in the name of the Collateral
Agent or such Grantor, information concerning the Accounts of such Grantor and the amounts owing thereon; 


        (c)   to
transmit to purchasers of any or all of the Inventory of such Grantor, notice of the security interest of the Collateral Agent, for the benefit of the Secured
Parties, and to request from such purchasers at any time, in the name of the Collateral Agent or such Grantor, information concerning the Inventory of such Grantor and the amounts owing thereon by
such purchasers; 


        (d)   to
notify and require Account Debtors on the Accounts of such Grantor and purchasers of the Inventory of such Grantor to make payment of their indebtedness directly to
the Collateral Agent, for the benefit of the Secured Parties; 


        (e)   to
enter into or assent to such amendment, compromise, extension, release or other modification of any kind of, or substitution for, the Accounts of such Grantor, or any
thereof, as the Collateral Agent, at its election (or at the direction of the Required Holders), may deem to be advisable; 



        (f)    to
enforce the Accounts of such Grantor or any thereof, or any other Collateral of such Grantor, by suit or otherwise, to maintain any such suit or other proceeding in
the name of the Collateral Agent and to withdraw any such suit or other proceeding. Each Grantor agrees to lend every assistance requested by the Collateral Agent in respect of the foregoing, all at
no cost or expense to the Collateral Agent or the Secured Parties and including, without limitation, the furnishing of such witnesses and of such records and other writings as the Collateral Agent may
require in connection with making legal proof of any Account of such Grantor. Each Grantor agrees to reimburse the Collateral Agent and the Secured Parties in full for all court costs and attorneys'
fees and every other cost, expense or liability, if any, incurred or paid by the Collateral Agent or the Secured Parties in connection with the foregoing, which obligation of such Grantor shall
constitute Obligations, shall be secured by the Collateral and shall bear interest, until paid, at the Default Rate; and 


        (g)   to
accept all collections in any form relating to the Collateral, including remittances that may reflect deductions, and to deposit the same, into a Cash Collateral
Account or, at the option of the Collateral Agent (at its election (or at the direction of the Required Holders), to apply them as a payment on the Obligations. 



        15.    Collateral Agent's Authority Under Pledged Notes.    For the better protection of the Collateral Agent and the
Secured Parties hereunder, but subject to the Intercreditor Agreement, each Grantor has executed (or will execute, with respect to future Pledged Notes) an appropriate endorsement on (or separate
from) each Pledged Note of such Grantor and has deposited (or will deposit, with respect to future Pledged Notes) such Pledged Note with the Collateral Agent, for the benefit of the Secured Parties.
Subject to the provisions of the Intercreditor Agreement, each Grantor irrevocably authorizes 


16







 



and
empowers the Collateral Agent, for the benefit of the Secured Parties, during the continuance of an Event of Default, to (a) ask for, demand, collect and receive all payments of principal
of and interest on the Pledged Notes of such Grantor; (b) compromise and settle any dispute arising in respect of the foregoing; (c) execute and deliver vouchers, receipts and
acquittances in full discharge of the foregoing; (d) exercise, in the Collateral Agent's discretion, any right, power or privilege granted to the holder of any Pledged Note of such Grantor by
the provisions thereof including, without limitation, the right to demand security or to waive any default thereunder; (e) endorse such Grantor's name to each check or other writing received by
the Collateral Agent as a payment or other proceeds of or otherwise in connection with any Pledged Note of such Grantor; (f) enforce delivery and payment of the principal and/or interest on the
Pledged Notes of such Grantor, in each case by suit or otherwise as the Collateral Agent may desire; (g) enforce the security, if any, for the Pledged Notes of such Grantor by instituting
foreclosure proceedings, by conducting public or other sales or otherwise, and to take all other steps as the Collateral Agent, in its discretion, may deem advisable in connection with the forgoing;
provided, however, that nothing contained or implied herein or elsewhere shall obligate the Collateral Agent to institute any action, suit or proceeding or to make or do any other act or thing
contemplated by this Section 16 or prohibit the Collateral Agent from settling, withdrawing or dismissing any action, suit or proceeding or require the Collateral Agent to preserve any other
right of any kind in respect of the Pledged Notes and the security, if any, therefor. 


        16.    Commercial Tort Claims.    If any Grantor acquires any commercial tort claims after the date hereof for a claim
which reasonably could be expected to exceed $1,000,000 or with respect to which the Administrative Agent has been granted a perfected security interest, such Grantor shall promptly (but in any event
within 5 Business Days after such acquisition) (i) deliver to the Collateral Agent a written description of such commercial tort claim, (ii) execute and deliver a supplement to this
Agreement, pursuant to which such Grantor shall grant a perfected security interest in all of its right, title and interest in and to such commercial tort claim to the Collateral Agent, as security
for the Obligations (a "Commercial Tort Claim Assignment") and (iii) not in limitation but in furtherance of Section 5.1, file a
financing statement or amendment to a previously filed and effective financial statement describing such commercial tort claim with sufficient particularity to the extent necessary to perfect the
Collateral Agent's Lien therein. 


        17.    Use of Inventory and Equipment.    Until the exercise by the Collateral Agent of its rights under this
Agreement, each Grantor may (a) retain possession of and use the Inventory and Equipment of such Grantor in any lawful manner not inconsistent with this Agreement or with the terms, conditions,
or provisions of any policy of insurance thereon; (b) sell or lease its Inventory in the ordinary course of business; and (c) use and consume raw materials or supplies, the use and
consumption of which are necessary in order to carry on such Grantor's business. 


        18.    Authorization and Appointments.    



        (a)   Each
Grantor hereby irrevocably authorizes and appoints the Company to take all such actions, and exercise all such powers, as are granted to, or contemplated to be
taken by, the Company pursuant to the Indenture. 


        (b)   Each
Grantor hereby agrees to, and hereby ratifies, all authorizations and appointments granted by such Grantor to the Collateral Agent, or contemplated to be given to
the Collateral Agent by such Grantor, under the terms of the Indenture. 


        19.    Default and Remedies.    



        19.1.  The
occurrence of an Event of Default, as defined in the Indenture, shall constitute an Event of Default. 


        19.2.  The
Collateral Agent and the Secured Parties shall at all times have the rights and remedies of a secured party under the U.C.C. as in effect from time to time, in
addition to the 



17







 




rights
and remedies of a secured party provided elsewhere within this Agreement, in any other related document executed by any Grantor or otherwise provided in law or equity. Subject to the provisions
of the Intercreditor Agreement, upon the occurrence of an Event of Default and at all times thereafter, the Collateral Agent (at its election (or at the direction of the Required Holders)) may require
each Grantor to assemble such Grantor's Collateral, which each Grantor agrees to do, and make it available to the Collateral Agent at a reasonably convenient place to be designated by the Collateral
Agent. The Collateral Agent (at its election (or at the direction of the Required Holders)) may, with or without notice to or demand upon any Grantor and with or without the aid of legal process, make
use of such force as may be necessary to enter any premises where the Collateral, or any part thereof, may be found and to take possession thereof (including anything found in or on the Collateral
that is not specifically described in this Agreement, each of which findings shall be considered to be an accession to and a part of the Collateral) and for that purpose (at its election (or at the
direction of the Required Holders)) may pursue the Collateral wherever the same may be found, without liability for trespass or damage caused thereby to a Grantor. After any delivery or taking of
possession of the Collateral, or any thereof, pursuant to this Agreement, then, with or without resort to any Grantor or any other Person or property, all of which each Grantor hereby waives, and upon
such terms and in such manner as the Collateral Agent may deem advisable, the Collateral Agent (at its election (or at the direction of the Required Holders)) may sell, assign, transfer and deliver
any of the Collateral at any time, or from time to time. No prior notice need be given to any Grantor or to any other Person in the case of any sale of Collateral that the Collateral Agent determines
to be perishable or to be declining speedily in value or that is customarily sold in any recognized market, but in any other case
the Collateral Agent shall give Grantors no fewer than ten days prior notice of either the time and place of any public sale of the Collateral or of the time after which any private sale or other
intended disposition thereof is to be made. Each Grantor waives advertisement of any such sale and (except to the extent specifically required by the preceding sentence) waives notice of any kind in
respect of any such sale. At any such public sale, the Collateral Agent or any Secured Party may purchase the Collateral, or any part thereof, free from any right of redemption, all of which rights
each Grantor hereby waives and releases. After deducting all related expenses, and after paying all claims, if any, secured by liens having precedence over this Agreement, the Collateral Agent may
apply the net proceeds of each such sale to or toward the payment of the Obligations, whether or not then due, in such order and by such division as the Collateral Agent (at its election (or at the
direction of the Required Holders)) may deem advisable. Any excess, to the extent permitted by law, shall be paid to such Grantor, and the obligors on the Obligations shall remain liable for any
deficiency. In addition, during the continuance of an Event of Default, the Collateral Agent shall at all times have the right to obtain new appraisals of each Grantor or the Collateral, the cost of
which shall be paid by such Grantor. 




        20.    Maximum Liability of Each Grantor and Rights of Contribution.    Anything in this Agreement or any other Loan
Document to the contrary notwithstanding, in no event shall the amount of the Obligations secured by this Agreement by any Grantor exceed the maximum amount that (after giving effect to the incurring
of the obligations hereunder and to any rights to contribution of such Grantor from other affiliates of the Company) would not render the rights to payment of the Collateral Agent and the Secured
Parties hereunder void, voidable or avoidable under any applicable fraudulent transfer law. Grantors hereby agree as among themselves that, in connection with the payments made hereunder, each Grantor
shall have a right of contribution from each other Grantor in accordance with applicable law. Such contribution rights shall be waived until such time as the Obligations have been irrevocably paid in
full, and no Grantor shall exercise any such contribution rights until the Obligations have been irrevocably paid in full. 


        21.    Reasonable Care by Collateral Agent.    The Collateral Agent shall be deemed by each Grantor to have exercised
reasonable care in the custody and preservation of the Collateral in its possession if 


18







 



the
Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own similar property. 


        22.    Indemnity.    Without duplication of any amounts payable under any other similar indemnity provision set forth
in the Indenture or any other Indenture Documents, each Grantor shall, jointly and severally: (i) pay all out-of-pocket costs and expenses of the Collateral Agent
incurred in connection with the administration of and in connection with the preservation of rights under, and enforcement of, and any renegotiating or restructuring of this Agreement and any
amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of counsel for the Collateral Agent); (ii) pay and hold the Collateral Agent
and the other Secured Parties harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any
payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to this
Agreement and save the Collateral Agent and the other Secured Parties harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay any such taxes,
charges or levies; and (iii) indemnify the Collateral Agent and each of the other Secured Parties, and each of their respective officers, directors, shareholders, employees, representatives and
agents from and hold each of them harmless against any and all costs, losses, liabilities, claims, obligations, suits, penalties, judgments, damages or expenses incurred by or asserted against any of
them (whether or not any of them is designated a party thereto) arising out of or by reason of this Agreement or any transaction contemplated hereby (including, without limitation, any investigation,
litigation or other proceeding related to this Agreement), including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding. Notwithstanding anything in this Agreement to the contrary, such Grantor shall not be responsible to the Collateral Agent or any other Secured Party for any costs,
losses, damages, liabilities or expenses which result from the gross negligence or willful misconduct on the part of such Collateral Agent or any other Secured Party. Each Grantor's obligations under
this Section shall survive any termination of this Agreement. 


        23.    Waiver of Claims.    Except as otherwise provided in this Agreement or prohibited by law, EACH GRANTOR HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION OR SALE OR THE COLLATERAL AGENT'S DISPOSITION OF ANY
OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH GRANTOR WOULD OTHERWISE HAVE UNDER THE
CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and each Grantor hereby further waives (and releases any cause of action and claim against the Collateral Agent as a result of), to
the fullest extent permitted by law: (a) all damages occasioned by such taking of possession, collection or sale except any damages which are the direct result of the Collateral Agent's gross
negligence or willful misconduct; (b) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent's rights
hereunder; (c) demand of performance or other demand, notice of intent to demand or accelerate, notice of acceleration, presentment, protest, advertisement or notice of any kind to or upon such
Grantor or any other person or entity; and (d) all rights of redemption, appraisement, valuation, diligence, stay, extension or moratorium now or hereafter in force under any applicable law in
order to delay the enforcement of this Agreement. 


        24.    Interpretation.    Each right, power or privilege specified or referred to in this Agreement is cumulative and
in addition to and not in limitation of any other rights, powers and privileges that the Collateral Agent may otherwise have or acquire by operation of law, by contract or otherwise. No course of
dealing by the Collateral Agent in respect of, nor any omission or delay by the Collateral Agent in the exercise of, any right, power or privilege shall operate as a waiver thereof, nor shall any 


19







 



single
or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege, as the Collateral Agent may exercise each
such right, power or privilege either independently or concurrently with others and as often and in such order as the Collateral Agent may deem expedient. No waiver, consent or other agreement shall
be deemed to have been made by the Collateral Agent be binding upon the Collateral Agent in any case unless
specifically granted by the Collateral Agent in writing, and each such writing shall be strictly construed. The captions to sections herein are inserted for convenience only and shall be ignored in
interpreting the provisions of this Agreement. 


        25.    Notice.    All notices, requests, demands and other communications provided for hereunder shall be in writing
and, if to a Grantor, mailed or delivered to it, addressed to it at the address specified on the signature page of this Agreement, if to the Collateral Agent, mailed or delivered to it, addressed to
the address of the Collateral Agent specified on the signature pages hereof or, as to each party, at such other address as shall be designated by such party in a written notice to each of the other
parties. All notices, statements, requests, demands and other communications provided for hereunder shall be deemed to be given or made when delivered or two Business Days after being deposited in the
mail with postage prepaid by registered or certified mail, addressed as aforesaid, or sent by facsimile with telephonic confirmation of receipt, except that notices from a Grantor to the Collateral
Agent pursuant to any of the provisions hereof shall not be effective until received by the Collateral Agent. 


        26.    Successors and Assigns.    This Agreement shall be binding upon each Grantor and their respective successors
and assigns and shall inure to the benefit of and be enforceable and exercisable by the Collateral Agent on behalf of and for the benefit of Secured Parties and their respective successors and
assigns. 


        27.    Severability.    If, at any time, one or more provisions of this Agreement is or becomes invalid, illegal or
unenforceable in whole or in part, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        28.    Termination.    At such time as the Obligations are paid and performed in full (other than contingent
indemnification obligations) or the Defeasance thereof shall have been consummated, the Grantors shall have the right to terminate this Agreement. Upon written request of Grantors, the Collateral
Agent shall authorize the filing by the Grantors of appropriate termination statements, cancel all control agreements and return all physically pledged Collateral, and Grantors will indemnify the
Collateral Agent in all respects for all costs incurred by the Collateral Agent in connection with such termination. 


        29.    Entire Agreement.    This Agreement integrates all of the terms and conditions with respect to the Collateral
and supersedes all oral representations and negotiations and prior writings, if any, with respect to the subject matter hereof. 



        30.    Headings; Execution.    The headings and subheadings used herein are for convenience of reference only and
shall be ignored in interpreting the provisions of this Agreement. This Agreement may be executed by facsimile signature, which, when so executed and delivered, shall be deemed to be an original. 


        31.    Additional Grantors.    Additional Subsidiaries may become a party to this Agreement by the execution of a
Security Agreement Joinder and delivery of such other supporting documentation, corporate governance and authorization documents, and an opinion of counsel, as required by Section 4.16 of the
Indenture. 


        32.    Intercreditor Agreement.    (a) The Liens granted hereunder in favor of Collateral Agent for the benefit of the
Secured Parties in respect of the Collateral and the exercise of any right related thereto thereby shall be subject, in each case, to the terms of the Intercreditor Agreement. 


20







 

        (b)   Notwithstanding
anything to the contrary herein, any provision hereof that requires any Grantor to (i) deliver any Credit Facility Priority Collateral to the
Collateral Agent or (ii) provide that the Collateral Agent have control over such Collateral may be satisfied by (A) the delivery of such Collateral by such Grantor to the Administrative
Agent for the benefit of the Lenders and the Collateral Agent for the benefit of the Secured Parties pursuant to the Intercreditor Agreement and (B) providing that the Administrative Agent be
provided with control with respect to such Collateral of such Grantor for the benefit of the Lenders and the Collateral Agent for the benefit of the Secured Parties pursuant to the Intercreditor
Agreement. 


        30.    Governing Law; Submission to Jurisdiction.    The provisions of this Agreement and the respective rights and
duties of each Grantor, and the Collateral Agent hereunder shall be governed by and construed in accordance with New York law, without regard to principles of conflicts of laws. Each Grantor hereby
irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in New York county, New York, over any such action or proceeding arising out of or
relating to this Agreement, any Indenture Document or any related document, and each Grantor hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and
determined in such New York state or federal court. Each Grantor hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in
any such action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of FORUM NON
CONVENIENS or otherwise. Each Grantor agrees that a final, nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. 


[Remainder
of page intentionally left blank.] 


21









 



































          JURY TRIAL WAIVER.    EACH GRANTOR, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
 ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, AMONG GRANTORS, COMPANY, COLLATERAL AGENT AND THE SECURED PARTIES, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED
THERETO. 


        IN
WITNESS WHEREOF, the undersigned has executed and delivered this Security Agreement as of the date first written above. 

 






 



									
	Address:	 	4820 Eastgate Mall	 	KRATOS DEFENSE & SECURITY SOLUTIONS, INC
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	AI METRIX, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	DEFENSE SYSTEMS, INCORPORATED
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 22







 
 






 



									
	Address:	 	4820 Eastgate Mall	 	DIGITAL FUSION SOLUTIONS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	DIGITAL FUSION, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	DTI ASSOCIATES, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	HAVERSTICK CONSULTING, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 23







 
 






 



									
	Address:	 	4820 Eastgate Mall	 	HAVERSTICK GOVERNMENT SOLUTIONS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	HGS HOLDINGS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	JMA ASSOCIATES, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	KRATOS COMMERCIAL SOLUTIONS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 24







 
 






 



									
	Address:	 	4820 Eastgate Mall	 	KRATOS GOVERNMENT SOLUTIONS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 


 






 



									
	Address:	 	4820 Eastgate Mall	 	KRATOS MID-ATLANTIC, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	KRATOS SOUTHEAST, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	Address:	 	4820 Eastgate Mall	 	KRATOS SOUTHWEST, L.P.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 25









 






































 






 



									
	Address:	 	4820 Eastgate Mall	 	KRATOS TEXAS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	MADISON RESEARCH CORPORATION
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	POLEXIS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	REALITY BASED IT SERVICES, LTD.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 26







 
 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	ROCKET SUPPORT SERVICES, LLC
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer of HGS Holdings, Inc., Managing Member of Rocket Support Services, LLC




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	SHADOW I, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	SHADOW II, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	SHADOW III, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 27







 
 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	SUMMIT RESEARCH CORPORATION
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	SYS
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	WFI NMC CORP.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	CHARLESTON MARINE CONTAINERS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 28







 
 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	DALLASTOWN REALTY I, LLC
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer of Gichner Holdings, Inc., Member and Manager of Dallastown Realty I, LLC




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	DALLASTOWN REALTY II, LLC
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







 
	 	 	 	 	 	 	Name:	 	Deanna H. Lund
	 	 	 	 	 	 	Title:	 	Executive Vice President & Chief Financial Officer of Dallastown Realty I, LLC, Member and Manager of Dallastown Realty II, LLC




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	GICHNER HOLDINGS, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

  


 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	GICHNER SYSTEMS GROUP, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 29







 
 
 


 










									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	4820 Eastgate Mall	 	GICHNER SYSTEMS INTERNATIONAL, INC.
	 	 	San Diego, California 92121

Attention: Legal Department	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Deanna H. Lund







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




 

 30







 
 






 



									
	 
	 	 
	 	 
	 	 
	 	 

	Address:	 	Wilmington Trust FSB	 	WILMINGTON TRUST FSB,
	 	 	CCS-Corporate Capital Markets	 	as Collateral Agent
	 	 	50 South Sixth Street

Suite 1290

Minneapolis, MN 55402-1544	 	 	 	 	 	 
	

 	
 	
 	
 	
By:	
 	
/s/ Jane Schweiger







 
	 	 	 	 	 	 	Name:	 	Jane Schweiger
	 	 	 	 	 	 	Title:	 	Vice President




 

 31












































 



 
 

  EXHIBIT A    
    


 
    GRANTORS    
    


Ai
Metrix, Inc.

Defense Systems, Incorporated

Digital Fusion Solutions, Inc.

Digital Fusion, Inc.

DTI Associates, Inc.

Haverstick Consulting, Inc.

Haverstick Government Solutions, Inc.

HGS Holdings, Inc.

JMA Associates, Inc.

Kratos Commercial Solutions, Inc.

Kratos Government Solutions, Inc.

Kratos Mid-Atlantic, Inc.

Kratos Southeast, Inc.

Kratos Southwest, L.P.

Kratos Texas, Inc

Madison Research Corporation

Polexis, Inc.

Reality Based IT Services, Ltd.

Rocket Support Services, LLC

Shadow I, Inc.

Shadow II, Inc.

Shadow III, Inc.

Summit Research Corporation

SYS

WFI NMC Corp.

Charleston Marine Containers Inc.

Dallastown Realty I, LLC

Dallastown Realty II, LLC

Gichner Holdings, Inc.

Gichner Systems Group, Inc.

Gichner Systems International, Inc.








 
 

  EXHIBIT B    
    


 
    FORM OF
  INSTRUMENT OF ASSIGNMENT    
    


 
    ASSIGNMENT OF CLAIMS
  [Contract Number]    
    


        FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby acknowledged, [Company] (the "Company"),
does hereby assign, transfer and set over to Wilmington Trust FSB, as the collateral agent ("Collateral Agent") for the Secured Parties under that certain Indenture, dated as May 19, 2010 (as
the same may from time to time be amended, restated or otherwise modified, the "Indenture"), by and among Kratos Defense & Security Solutions, Inc., the Collateral Agent, and the
guarantors party thereto, all its right, title and interest in and to all payments due under the Contract Number [Contract Number] (the "Contract") payable by
[Customer] to the Company pursuant to the Contract. 


        IN
WITNESS WHEREOF, the Company has caused this Assignment of Claims to be executed by its duly authorized officer this      day
of                        , 20    . 

 






 



							
	 
	 	[Company]
	 
	 	 By:
	 	    








 
	 
	 	 	 	Name:	 	  







 
	 
	 	 	 	Title:	 	  







 




 

         I,
[                        ], in my capacity as the [Secretary] of [Company], do hereby certify that
[                        ] is the duly elected
[                        ] of [Company] and that the signature set forth opposite
[her][his] name above is [her][his] genuine signature. 

 






 



							
	 
	 	 By:
	 	   








 
	 
	 	 	 	Name:	 	 







 
	 
	 	 	 	Title:	 	  







 




 

 




 
 

  EXHIBIT C    
    


 
    FORM OF
  NOTICE OF ASSIGNMENT OF CLAIMS    
    

 






 



			
	TO:	 	[Contract Officer]
	 	 	[Customer]
	 	 	[Contract Officer Contact]




 

         This
is in reference to Contract No. [Contract Number], dated [Contract Date], entered into between [Company]
[Company Address] and [Customer] [Contract Officer Contact], for [Contract Description]. 


        Moneys
due or to become due under the contract described above have been assigned to the undersigned under the provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C.
3727, 41 U.S.C. 15. 


        A
true copy of the instrument of assignment executed by the Contractor on                            , is
attached to the original notice. 


        Payments
due or to become due under this contract should be made to the undersigned assignee. 


        Please
return to the undersigned the three enclosed copies of this notice with appropriate notations showing the date and hour of receipt, and signed by the person acknowledging receipt
on behalf of the addressee. 

 






 



									
	 	 	 	 	Very truly yours,
	
 Address:	
 	
[            ]	
 	
WILMINGTON TRUST FSB,

as Collateral Agent
	

 	
 	
 	
 	
By:	
 	
  







 
	 	 	 	 	 	 	Name:	 	 







 
	 	 	 	 	 	 	Title:	 	  







 




 

 




 
 

  Acknowledgement    
    


        Receipt is acknowledged of the above notice and of a copy of the instrument of assignment. They were received at            
(a.m.)
(p.m.) on                            , 20    . 

 






 



			
	  







 	 	 
	[signature]	 	 
	
 







 	
 	

 
	[title]	 	 
	
  







 	
 	

 
	On behalf of	 	 
	
 







 	
 	

 
	[name of addressee of this notice]	 	 




 

 









































 



 
 

  EXHIBIT D    
    


 
    FORM OF
  SECURITY AGREEMENT JOINDER    
    


        This SECURITY AGREEMENT JOINDER (as the same may from time to time be amended, restated, supplemented or otherwise modified, this
"Agreement"), is made as of the [      ] day of [            ,
            ] by
[                            ], a
[                  ] [                  ] ("New
Grantor"), in
favor of WILMINGTON TRUST FSB, as the collateral agent ("Collateral Agent"), for the benefit of the Secured Parties (as defined in the Security
Agreement). 


        WHEREAS,
Kratos Defense & Security Solutions, Inc., a Delaware corporation (the "Company") entered into an Indenture, dated
as of May 19, 2010, (as amended, restated, supplemented or otherwise modified from time to time, the "Indenture"), pursuant to which the Company
has issued 10% Senior Secured Notes due June 1, 2017 in a principal amount of $225,000,000 (and, together with any additional notes that may be issued by the Company from time to time
thereunder or exchanged therefor or for such additional notes, the "Notes"); 



        WHEREAS,
in connection with the Indenture, certain of the Company's subsidiaries (such subsidiaries, together with the Company, each, a "Grantor" and, collectively, the "Grantors")
entered into that certain Security Agreement, dated as of May 19, 2010 (as the same may from time to time be amended, restated or otherwise modified, the "Security Agreement"), pursuant to
which the Grantors granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and pledge of substantially all of their assets; 


        WHEREAS,
New Grantor, a subsidiary of the Company, deems it to be in the direct pecuniary and business interests of New Grantor that the Company continue to obtain from the Secured
Parties the financial accommodations provided for in the Indenture; 


        WHEREAS,
New Grantor understands that the Secured Parties are willing to continue grant such financial accommodations only upon certain terms and conditions, one of which is that New
Grantor grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and a collateral assignment of New Grantor's Collateral, as hereinafter defined, and this
Agreement is being executed and delivered in consideration of each financial accommodation granted to the Company by the Secured Parties, and for other valuable consideration; 


        WHEREAS,
pursuant to Section 5.01 of the Indenture and Section 31 of the Security Agreement, New Grantor has agreed that, effective on
[            ], [        ] (the "Joinder Effective Date"), New Grantor shall become a party to
the Security Agreement and shall become a "Grantor" thereunder; and 


        WHEREAS,
except as specifically defined herein, capitalized terms used herein that are defined in the Security Agreement shall have their respective meanings ascribed to them in the
Security Agreement; 


        NOW,
THEREFORE, in consideration of the benefits accruing to New Grantor, the receipt and sufficiency of which are hereby acknowledged, New Grantor hereby makes the following
representations and warranties to the Collateral Agent and the Secured Parties, covenants to the Collateral Agent and the Secured Parties, and agrees with the Collateral Agent as follows: 


        Section 1.    Assumption and Joinder.    On and after the Joinder Effective Date: 


        (a)   New
Grantor hereby irrevocably and unconditionally assumes, agrees to be liable for, and agrees to perform and observe, each and every one of the covenants, rights,
promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a "Grantor" under the Security Agreement and all of the other Indenture Documents (as defined in the
Indenture) applicable to it as a Grantor under the Security Agreement; 


        (b)   New
Grantor shall become bound by all representations, warranties, covenants, provisions and conditions of the Security Agreement and each other Indenture Document
applicable to it as a Grantor 










under
the Security Agreement, as if New Grantor had been the original party making such representations, warranties and covenants; and 



        (c)   all
references to the term "Grantor" in the Security Agreement or in any other Indenture Document, or in any document or instrument executed and delivered or furnished,
or to be executed and delivered or furnished, in connection therewith shall be deemed to be a reference to, and shall include, New Grantor. 


        Section 2.    Grant of Security Interests.    In consideration of and as security for the full and complete
payment, and performance when due, of all of the Obligations, New Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of New Grantor's
Collateral. 


        Section 3.    Representations and Warranties of New Grantor.    New Grantor hereby represents and warrants to
Collateral Agent and each Secured Party that: 


        (a)   New
Grantor has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and under the Security Agreement and
any other Indenture Document to which it is a party. The execution, delivery and performance of this Agreement by New Grantor and the performance of its obligations under this Agreement, the Security
Agreement, and any other Indenture Document have been duly authorized by the board of directors of New Grantor and no other corporate proceedings on the part of New Grantor are necessary to authorize
the execution, delivery or performance of this Agreement, the transactions contemplated hereby or the performance of its obligations under this Agreement, the Security Agreement or any other Indenture
Document. This Agreement has been duly executed and delivered by New Grantor. This Agreement, the Security Agreement and each Indenture Document constitutes the legal, valid and binding obligation of
New Grantor enforceable against it in accordance with its respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally and by general principles of equity, whether such enforceability is considered in a proceeding at law or in equity. 



        (b)   Attached
hereto as Exhibit A are supplemental schedules to the Indenture, which schedules set forth the
information required by the Indenture with respect to New Grantor. 


        (c)   Each
of the representations and warranties set forth in the Security Agreement are true and correct in all material respects on as and as of the date hereof as such
representations and warranties apply to New Grantor (except to the extent that any such representations and warranties expressly relate to an earlier date) with the same force and effect as if made on
the date hereof. 


        Section 4.    Further Assurances.    At any time and from time to time, upon Collateral Agent's request and at
the sole expense of New Grantor, New Grantor will promptly and duly execute and deliver to Collateral Agent any and all further instruments and documents and take such further action as Collateral
Agent reasonably deems necessary or appropriate to effect the purposes of this Agreement. 


        Section 5.    Notice.    All notices, requests, demands and other communications to New Grantor provided for
under the Security Agreement and any other Indenture Document shall be addressed to New Grantor at the address specified on the signature page of this Agreement, or at such other address as shall be
designated by New Grantor in a written notice to Collateral Agent and the Secured Parties. 


        Section 6.    Binding Nature of Agreement.    All provisions of the Security Agreement and the other Indenture
Documents shall remain in full force and effect and be unaffected hereby. This Agreement shall be binding upon New Grantor and shall inure to the benefit of Collateral Agent and the Secured Parties,
and their respective successors and permitted assigns. 


        Section 7.    Miscellaneous.    This Agreement may be executed by facsimile signature, that, when so executed
and delivered, shall be deemed to be an original. 








        Section 8.    Governing Law.    This Agreement shall be construed in accordance with, and governed by, the laws
of the State of New York, without regard to principles of conflicts of laws. 


[Remainder
of page left intentionally blank] 








         JURY TRIAL WAIVER.    NEW GRANTOR HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT, OR
OTHERWISE, AMONG NEW GRANTOR, THE COMPANY, COLLATERAL AGENT AND THE SECURED PARTIES, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. 


        IN
WITNESS WHEREOF, the undersigned have executed and delivered this Security Agreement Joinder as of the date first written above. 

 






 



											
	Address:	 	 







 	 	[NEW GRANTOR]
	 	 	  







 	 	 	 	 	 	 
	 	 	 







 	 	By:	 	    






 
	 	 	Attention:	 	  







 	 	 	 	Name:	 	    






 
	 	 	 	 	 	 	 	 	Title:	 	  







 




 

 









































 



 
 

  EXHIBIT E    
    


 
    ISSUERS    
    
    Kratos Defense & Security Solutions, Inc.    
    
    PLEDGED INTERESTS    
    

 






 



											
	Pledgor



 
	 	Issuer 	 	Jurisdiction 	 	Shares 	 	Certificate

Number 	 	Ownership

Percentage 
	 





 Kratos Defense & Security Solutions, Inc. 
	 	Kratos Commercial Solutions, Inc.	 	DE	 	1,000	 	0002	 	100%
	 Kratos Defense & Security Solutions, Inc. 
	 	 SYS
	 	 CA
	 	 1,000
	 	 0001
	 	 100%

	 





 Kratos Defense & Security Solutions, Inc. 
	 	 Digital Fusion, Inc.
	 	 DE
	 	 1,000
	 	 0001
	 	 100%

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos Government Solutions, Inc.
	 	 DE
	 	 100
	 	 0002
	 	 100%

	 





 Kratos Defense & Security Solutions, Inc. 
	 	 Gichner Holdings, Inc.
	 	 DE
	 	 16
	 	 113,125
	 	 100%

	 







	 	 	 	 	 	 	 	 	 	Common

Stock
	 Kratos Defense & Security Solutions, Inc. 
	 	 Gichner Holdings, Inc.
	 	 DE
	 	 PA-15
	 	 10,868.75
	 	 100%

	 
	 	 	 	 	 	 	 	 	 	Series A

Preferred

Stock
	 





 Kratos Defense & Security Solutions, Inc. 
	 	 Gichner Holdings, Inc.
	 	 DE
	 	 PB-31
	 	 240,000
	 	 100%

	 







	 	 	 	 	 	 	 	 	 	Series B

Preferred

Stock
	 Kratos Commercial Solutions, Inc. 
	 	 Kratos Mid-Atlantic, Inc.
	 	 DE
	 	 1,870
	 	 0017
	 	 100%

	 





 Kratos Commercial Solutions, Inc. 
	 	 Kratos Southeast, Inc.
	 	 GA
	 	 511
	 	 0011
	 	 100%

	 Kratos Commercial Solutions, Inc. 
	 	 Kratos Texas, Inc.
	 	 TX
	 	 10,000
	 	 0008
	 	 100%

	 





 Kratos Commercial Solutions, Inc. 
	 	 WFI NMC Corp.
	 	 DE
	 	 1,000
	 	 0005
	 	 100%

	 Kratos Texas, Inc. 
	 	 Kratos Southwest L.P.
	 	 TX
	 	 n/a
	 	 n/a
	 	 1%

	 





 WFI NMC Corp. 
	 	 Kratos Southwest L.P.
	 	 TX
	 	 n/a
	 	 n/a
	 	 99%

	 SYS
	 	 Ai Metrix, Inc.
	 	 DE
	 	 1,000
	 	 001
	 	 100%

	 





 SYS
	 	 Polexis, Inc.
	 	 CA
	 	 5,000
	 	 1
	 	 100%

	 SYS
	 	 Reality Based IT Services Ltd.
	 	 MD
	 	 10
	 	 1
	 	 100%





 

 




 






 



											
	Pledgor



 
	 	Issuer 	 	Jurisdiction 	 	Shares 	 	Certificate

Number 	 	Ownership

Percentage 
	 





 SYS
	 	 Shadow I, Inc.
	 	 CA
	 	 1,000
	 	 1
	 	 100%

	 SYS
	 	 Shadow II, Inc.
	 	 CA
	 	 1,000
	 	 1
	 	 100%

	 






 SYS
	 	 Shadow III, Inc.
	 	 CA
	 	 1,000
	 	 1
	 	 100%

	 Digital Fusion, Inc. 
	 	 Digital Fusion Solutions, Inc.
	 	 FL
	 	 3,500,000
	 	 0007
	 	 100%

	 





 Digital Fusion, Inc. 
	 	 Summit Research Corporation
	 	 AL
	 	 80,000
	 	 0001
	 	 100%

	 Kratos Government Solutions, Inc. 
	 	 Defense Systems, Incorporated
	 	 VA
	 	 3,000
	 	 0002
	 	 100%

	 





 Kratos Government Solutions, Inc. 
	 	 Haverstick Consulting, Inc.
	 	 IN
	 	 1,000
	 	 0001
	 	 100%

	 Kratos Government Solutions, Inc. 
	 	 JMA Associates, Inc.
	 	 DE
	 	 7,000,000
	 	 0005
	 	 100%

	 





 Kratos Government Solutions, Inc. 
	 	 Madison Research Corporation
	 	 AL
	 	 1,000
	 	 0013
	 	 100%

	 Haverstick Consulting, Inc. 
	 	 HGS Holdings, Inc.
	 	 IN
	 	 1,000
	 	 1
	 	 100%

	 





 HGS Holdings, Inc. 
	 	 DTI Associates, Inc.
	 	 VA
	 	 2,000
	 	 21
	 	 100%

	 








	 	 	 	 	 	1,420	 	22	 	 
	 







	 	 	 	 	 	200	 	23	 	 
	 







	 	 	 	 	 	200	 	24	 	 
	 







	 	 	 	 	 	140	 	25	 	 
	 







	 	 	 	 	 	40	 	26	 	 
	 HGS Holdings, Inc. 
	 	 Haverstick Government Solutions, Inc.
	 	 OH
	 	 850
	 	 2
	 	 100%

	 





 HGS Holdings, Inc. 
	 	 Rocket Support Services, LLC
	 	 IN
	 	 1,000
	 	 n/a
	 	 100%

	 Gichner Holdings, Inc. 
	 	 Gichner Systems, Inc.
	 	 DE
	 	 100
	 	 1
	 	 100%

	 





 Gichner Holdings, Inc. 
	 	 Dallastown Realty I, LLC
	 	 DE
	 	 n/a
	 	 n/a
	 	 100%

	 Gichner Systems, Inc. 
	 	 Charleston Marine Containers Inc.
	 	 DE
	 	 100
	 	 2
	 	 100%

	 





 Gichner Systems, Inc. 
	 	 Gichner Systems International, Inc.
	 	 DE
	 	 1,000
	 	 5
	 	 100%

	 Gichner Systems International, Inc. 
	 	 Gichner Europe Limited
	 	 U.K.
	 	 650
	 	 1
	 	 100%*

	 
	 	 	 	 	 	350	 	2	 	 
	 





 Dallastown Realty I, LLC
	 	 Dallastown Realty II, LLC
	 	 DE
	 	 n/a
	 	 n/a
	 	 100%





 


 




	*
	100%
of non-voting shares and equity interests and 65% of voting shares or equity interest constitute Pledged Securities 


 

 









































 



 
 

  EXHIBIT F    
    


 
    FORM OF
  INTELLECTUAL PROPERTY SECURITY AGREEMENT    
    







 
 

  PLEDGED NOTES    
    
    Kratos Intercompany Notes    
    

 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Defense & Security Solutions, Inc.
	 	Laura Siegal, Vice President & Corporate Controller	 	Kratos Government Solutions, Inc.	 	Deanna Lund, SVP, CFO & Treasurer	 	$	120,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

15,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

15,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

20,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

120,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Southwest, L.P.
	 	 By its General Partner: WFI NMC Corp:

By: Laura Siegal, Vice President & Corporate Controller
	 	$	15,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

80,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

50,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, Sr. VP & CFO
	 	
$	

10,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

75,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner: WFI NMC Corp:

By: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 WFl NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	$	10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Government Solutions, Inc,
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

120,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

50,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner: WFI NMC Corp:

By: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 













































 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Madison Research Corporation
	 	Deanna Lund, SVP, CFO & Treasurer	 	WFI NMC Corp.	 	Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer	 	$	10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

15,000,000	 
	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

75,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	$	10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southwest, L P.
	 	 By its General Partner WFI NMC Corp:

By: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc,
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 WFI NMC Corp,
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	$	10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Commercial Solutions, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

50,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	$	10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp:

By: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Digital Fusion, inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 













































 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Mid-Atlantic, Inc. 
	 	Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer	 	Kratos Defense & Security Solutions, Inc.	 	Laura Siegal, Vice President & Corporate Controller	 	$	15,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Mid-Atlantic, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Southeast, inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southeast, inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

20,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	$	10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southeast, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

40,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

60,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

20,000,000	 
	 Haverstick Consulting, Inc,
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

120,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Consulting, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Haverstick Government Solutions, Inc,
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	$	10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Texas, Inc,
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 JMA Associates inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 













































 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 HGS Holdings, Inc,
	 	Deanna Lund, SVP, CFO	 	Kratos Commercial Solutions, Inc.	 	Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer	 	$	10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 HGS Holdings, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siege, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	$	10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

50,000,000	 
	 Haverstick Government Solutions, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 SYS, Inc,
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

20,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

60,000,000	 
	 DTI Associates, Inc,
	 	 Deanna Lund, SVP, CFO
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 DTI Associates, Inc. 
	 	 Deanna Lund, SVP, CFO
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 













































 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Southwest, L.P. 
	 	By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller	 	Rocket Support Services, LLC	 	By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO	 	$	10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

15,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Southwest, L.P. 
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000 _,	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	$	10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Commercial Solutions, Inc,
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	$	10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Government Solutions, inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Kratos Texas, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 SYS, Inc.
	 	 Laura L, Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	$	10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Government Solutions, Inc,
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 













































 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for Borrower,

with Title 	 	Maximum Amount 	 
	 WFI NMC Corp. 
	 	Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer	 	HGS Holdings, Inc.	 	Deanna Lund, SVP, CFO	 	$	10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 WFI NMC Corp. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 WFI NMC Corp,
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for Borrower,

with Title 	 	Maximum Amount 	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	$	80,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for Borrower,

with Title 	 	Maximum Amount 	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	$	10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 SYS, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

50,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for Borrower,

with Title 	 	Maximum Amount 	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	$	10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Commercial Solutions, inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Digital Fusion, inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Digital Fusion, Inc,
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for Borrower,

with Title 	 	Maximum Amount 	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Digital Fusion, Inc. 
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

0,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 













































 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Rocket Support Services, LLC
	 	By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO	 	Kratos Commercial Solutions, Inc.	 	Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer	 	$	10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, inc.: Deanna Lund, SVP & CFO
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

20,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 DTI Associates, Inc,
	 	 Deanna Lund, SVP, CFO
	 	
$	

20,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Government Solutions, Inc,
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Consulting, inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	$	10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Digital Fusion, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 JMA Associates, Inc. 
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Defense & Security Solutions, Inc.
	 	 Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Madison Research Corporation
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Commercial Solutions, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Mid-Atlantic, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

0,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southeast, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Consulting, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 HGS Holdings, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Haverstick Government Solutions, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 DTI Associates, Inc.
	 	 Deanna Lund, SVP, CFO
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Southwest, L.P.
	 	 By its General Partner WFI NMC Corp: Laura Siegal, Vice President & Corporate Controller
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Kratos Texas, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 WFI NMC Corp.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 SYS, Inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	
$	

10,000,000	 




 

 




 






 



											
	Company



 
	 	Signatory for

Lender, with Title 	 	Issuer 	 	Signatory for

Borrower, with Title 	 	Maximum

Amount 	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Digital Fusion, inc.
	 	 Laura L. Siegal, VP, Corporate Controller, Secretary & Treasurer
	 	$	10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 Rocket Support Services, LLC
	 	 By its Manager: HGS Holdings, Inc.: Deanna Lund, SVP & CFO
	 	
$	

10,000,000	 
	 Defense Systems, Incorporated
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	 JMA Associates, Inc.
	 	 Deanna Lund, SVP, CFO & Treasurer
	 	
$	

10,000,000	 




 

 









































 



 
 

  SCHEDULE 4.4    
    


 
    CORPORATE EXISTENCE; SUBSIDIARIES; FOREIGN QUALIFICATION    
    

 






 



							
	Company



 
	 	State of Formation/

Foreign

Qualification(s),

if applicable 	 	Ownership 	 	Address of

Chief Executive

Office 
	 Kratos Defense & Security Solutions, Inc. 
	 	Delaware

Foreign qualification: California	 	Publicly held company	 	4820 Eastgate Mall,

San Diego, CA 92121
	 Gichner Holdings, Inc. 
	 	 Delaware

Foreign qualification: Pennsylvania
	 	 100% owned by Borrower
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313

	 Digital Fusion, Inc. 
	 	 Delaware

Foreign Qualification: Alabama
	 	 100% owned by Borrower
	 	 5030 Bradford Drive, Building 1, Suite 210

Huntsville, AL 35805

	 Kratos Commercial Solutions, Inc. 
	 	 Delaware

Foreign Qualification: California
	 	 100% owned by Borrower
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Kratos Government Solutions, Inc. 
	 	 Delaware

Foreign Qualification: California
	 	 100% owned by Borrower
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 SYS
	 	 California
	 	 100% owned by Borrower
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 WFI Argentina S.A. (Dormant Subsidiary)
	 	 Argentina
	 	 100% owned by Borrower
	 	 n/a

	 Beijing WanFeng United Wireless Technology Consulting Co. (Dormant Subsidiary)
	 	 China
	 	 100% owned by Borrower
	 	 n/a

	 Wireless Facilities, Inc./Entel (Dormant Subsidiary)
	 	 Delaware
	 	 100% owned by Borrower
	 	 n/a

	 Posinet, Inc. (Dormant Subsidiary)
	 	 Delaware
	 	 100% owned by Borrower
	 	 n/a

	 WFI India Private Limited(Dormant Subsidiary)
	 	 India
	 	 100% owned by Borrower
	 	 n/a

	 WFI Uruguay S.A. (Dormant Subsidiary)
	 	 Uruguay
	 	 100% owned by Borrower
	 	 n/a

	 Wireless Facilities International, Spain S.L. (Dormant Subsidiary)
	 	 Spain
	 	 100% owned by Borrower
	 	 n/a

	 WFI UK Limited (Dormant Subsidiary)
	 	 UK
	 	 100% owned by Borrower
	 	 n/a





 

 




 






 



							
	Company



 
	 	State of Formation/

Foreign

Qualification(s),

if applicable 	 	Ownership 	 	Address of

Chief Executive

Office 
	 Wireless Facilities International Singapore PTE LTD (Dormant Subsidiary)
	 	 Singapore
	 	 100% owned by Borrower
	 	 n/a

	 Digital Fusion Solutions, Inc. 
	 	 Florida

Foreign Qualification: Alabama
	 	 100% owned by Digital Fusion, Inc.
	 	 5030 Bradford Drive, Building 1, Suite 210

Huntsville, AL 35805

	 Summit Research Corporation
	 	 Alabama
	 	 100% owned by Digital Fusion, Inc.
	 	 5030 Bradford Drive, Building 1, Suite 210

Huntsville, AL 35805

	 Charleston Marine Containers Inc. 
	 	 Delaware

Foreign qualification: South Carolina
	 	 100% owned by Gichner Holdings, Inc.
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313

	 Dallastown Realty I, LLC
	 	 Delaware

Foreign qualification: Pennsylvania
	 	 100% owned by Gichner Holdings, Inc.
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313

	 Dallastown Realty II, LLC
	 	 Delaware

Foreign Qualification: Pennsylvania
	 	 100% owned by Gichner Holdings, Inc.
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313

	 Gichner Europe Limited
	 	 U.K.
	 	 100% owned by Gichner Holdings, Inc.
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313

	 Gichner Systems Group, Inc. 
	 	 Delaware

Foreign qualification: Pennsylvania
	 	 100% owned by Gichner Holdings, Inc.
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313

	 Gichner Systems International, Inc. 
	 	 Delaware

Foreign qualification: Pennsylvania
	 	 100% owned by Gichner Holdings, Inc.
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313

	 HGS Holdings, Inc. 
	 	 Indiana
	 	 100% owned by Haverstick Consulting, Inc.
	 	 6270 Corporate Drive, Suite 100

Indianapolis, IN 46278

	 DTI Associates, Inc. 
	 	 Virginia
	 	 100% owned by HGS Holdings, Inc.
	 	 2920 South Glebe Road

Arlington, VA 22206

	 Haverstick Government Solutions, Inc. 
	 	 Ohio
	 	 100% owned by HGS Holdings, Inc.
	 	 2900 Presidential Drive, Suite 260

Fairborn, OH 45324

	 Rocket Support Services, LLC
	 	 Indiana
	 	 100% owned by HGS Holdings, Inc.
	 	 2409 Peppermill Dr., Suite A

Glen Burnie, Maryland 21061-3267

	 Kratos Mid-Atlantic, Inc. 
	 	 Delaware
	 	 100% owned by Kratos Commercial Solutions, Inc.
	 	 1100 First State Boulevard, Wilmington, DE 19804





 

 




 






 



							
	Company



 
	 	State of Formation/

Foreign

Qualification(s),

if applicable 	 	Ownership 	 	Address of

Chief Executive

Office 
	 Kratos Southeast, Inc. 
	 	 Georgia
	 	 100% owned by Kratos Commercial Solutions, Inc.
	 	 840 Franklin Court SE, Marietta, GA 30067

	 Kratos Texas, Inc. 
	 	 Texas
	 	 100% owned by Kratos Commercial Solutions, Inc.
	 	 9203 Emmott Road, Houston, TX 77040

	 WFI NMC Corp. 
	 	 Delaware
	 	 100% owned by Kratos Commercial Solutions, Inc.
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Defense Systems, Incorporated
	 	 Virginia
	 	 100% owned by Kratos Government Solutions, Inc.
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Haverstick Consulting, Inc. 
	 	 Indiana
	 	 100% owned by Kratos Government Solutions, Inc.
	 	 6270 Corporate Drive, Suite 100

Indianapolis, IN 46278

	 JMA Associates, Inc d/b/a TLA Associates
	 	 Delaware

Foreign Qualification: Virginia
	 	 100% owned by Kratos Government Solutions, Inc.
	 	 6412 Beulah Street, Alexandria, VA 22310

	 Madison Research Corporation
	 	 Alabama
	 	 100% owned by Kratos Government Solutions, Inc.
	 	 401 Wynn Drive,

Huntsville, AL 38505

	 Ai Metrix, Inc. 
	 	 Delaware

Foreign Qualification: California
	 	 100% owned by SYS
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Polexis, Inc. 
	 	 California
	 	 100% owned by SYS
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Reality Based IT Services, Ltd. 
	 	 Maryland
	 	 100% owned by SYS
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Shadow I, Inc. 
	 	 California
	 	 100% owned by SYS
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Shadow II, Inc.,
	 	 California
	 	 100% owned by SYS
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Shadow III, Inc. 
	 	 California
	 	 100% owned by SYS
	 	 4820 Eastgate Mall,

San Diego, CA 92121

	 Kratos Southwest L.P. 
	 	 Texas
	 	 99% LP Interest held by WFI NMC Corp



1% GP Interest held by Kratos Texas, Inc.
	 	 9203 Emmott Road, Houston, TX 77040





 

 














































 
 

  LOCATIONS    
    

 






 



							
	Company



 
	 	Chief Executive Office 	 	Other Location(s) 	 	Owned/Leased 
	 Ai Metrix, Inc. 
	 	4820 Eastgate Mall,

San Diego, CA 92121	 	 	 	All premises leased.
	 Charleston Marine Containers Inc. 
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313
	 	 Portions of 110-Building of Charleston Naval Complex, North Charleston, South Carolina
	 	 All premises leased.

	 Dallastown Realty I, LLC
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313
	 	 	 	 All premises leased.

	 Dallastown Realty II, LLC
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313
	 	 	 	 Chief Executive Office owned.

	 Defense Systems, Incorporated
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 	 	 All premises leased.

	 Digital Fusion Solutions, Inc. 
	 	 5030 Bradford Dr.

Bldg. 1, Suite 210

Huntsville, AL 35805
	 	 330 Wynn Drive

Huntsville, AL 35805

5 Butterfield Trail

Suite A El Paso,

TX 79906
	 	 All premises leased.

	 Digital Fusion, Inc. 
	 	 5030 Bradford Dr.

Bldg. 1, Suite 210

Huntsville, AL 35805
	 	 	 	 All premises leased.

	 DTI Associates, Inc. 
	 	 2920 South Glebe Road

Arlington, VA 22206
	 	 1800 K St., NW

Washington, DC 20006



17117 Dahlgren Rd.

Dahlgren, VA 22485



810 Potomac Ave.

Washington, DC 20003



2409 Peppermill Dr.

Glen Burnie, MD 21061



3225 Turtle Creek

Blvd. #1803

Dallas, TX 75219
	 	 All premises leased.

	 Gichner Holdings, Inc. 
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313
	 	 	 	 All premises leased.

	 Gichner Systems Group, Inc. 
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313
	 	 631 South Richland Avenue, York, Pennsylvania 17403
	 	 All premises leased.





 

 




 






 



							
	Company



 
	 	Chief Executive Office 	 	Other Location(s) 	 	Owned/Leased 
	 Gichner Systems International, Inc. 
	 	 490 East Locust Street, Dallastown, Pennsylvania 17313
	 	 	 	 All premises leased.

	 Haverstick Consulting, Inc. 
	 	 6270 Corporate Dr.

Indianapolis, IN 46278
	 	 	 	 All premises leased.

	 Haverstick Government Solutions, Inc. 
	 	 2900 Presidential Drive,

Suite 260

Fairborn, OH 45324
	 	 	 	 All premises leased.

	 HGS Holdings, Inc. 
	 	 6270 Corporate Drive,

Suite 100

Indianapolis, IN 46278
	 	 	 	 All premises leased.

	 JMA Associates, Inc d/b/a TLA Associates
	 	 6412 Beulah Street, Alexandria, VA 22310
	 	 113136 Saticoy Street

Units J and K

Los Angeles, CA 96105
	 	 All premises leased.

	 Kratos Commercial Solutions, Inc. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 	 	 All premises leased.

	 Kratos Defense & Security Solutions, Inc. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 11440 Commerce

Park Dr., Ste 400

Reston, VA 20191



2701 W. Plano Parkway, Plano, TX. 75075
	 	 All premises leased.

	 Kratos Government Solutions, Inc. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 Suites at 194

1030 Jimmy Dyess Parkway

Augusta GA



1701 Pacific Avenue

Suite 290

Oxnard, CA 93033



Pacific Guardian Center

Makai Tower

733 Bishop Street

Suite 2555

Honolulu, HI 96813



98-723 Kuahao Pl

Unit A-8

Pearl City, HI 96782



Suites at 194

1030 Jimmy Dyess Parkway

Augusta GA
	 	 All premises leased.

	 Kratos Mid-Atlantic, Inc. 
	 	 1100 First State Blvd

Newport, DE 19804
	 	 6981 Gateway Court

Manassas, VA 20109
	 	 All premises leased.





 

 




 






 



							
	Company



 
	 	Chief Executive Office 	 	Other Location(s) 	 	Owned/Leased 
	 Kratos Southeast, Inc. 
	 	 840 Franklin Court SE, Marietta, GA 30067
	 	 	 	 All premises leased.

	 Kratos Southwest L.P. 
	 	 9203 Emmott Road, Houston, TX 77040
	 	 9207 Emmott Rd. Houston,

Tx 77040
	 	 All premises leased.

	 Kratos Texas, Inc. 
	 	 9203 Emmott Road, Houston, TX 77040
	 	 	 	 All premises leased.

	 Madison Research Corporation
	 	 401 Wynn Drive,

Huntsville, AL 38505
	 	 4904 Research Drive, Huntsville, AL 35805
	 	 All premises leased.

	 Polexis, Inc. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 	 	 All premises leased.

	 Reality Based IT Services, Ltd. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 	 	 All premises leased.

	 Rocket Support Services, LLC
	 	 2409 Peppermill Dr.,

Suite A Glen Burnie,

Maryland 21061-3267
	 	 Bailee:

ATK Tactical Systems, Inc., 210 State Route 956, Rocket Center, WV 26726-3548
	 	 All premises leased.

	 Shadow I, Inc. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 	 	 All premises leased.

	 Shadow II, Inc. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 9880 Carroll Canyon Road, San Diego, CA 92123
	 	 All premises leased.

	 Shadow III, Inc. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 	 	 All premises leased.

	 Summit Research Corporation
	 	 5030 Bradford Drive, Building 1, Suite 210

Huntsville, AL 35805
	 	 	 	 All premises leased.

	 SYS
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 9745 Business Park Ave.,

San Diego, CA 92131

9880 Carroll Canyon Road,

San Diego, CA 92123
	 	 All premises leased.

	 WFI NMC Corp. 
	 	 4820 Eastgate Mall,

San Diego, CA 92121
	 	 	 	 All premises leased.





 

 









































 



 
 

  SCHEDULE 4.9    
    


 
    ASSIGNED GOVERNMENT CONTRACTS    
    



        See Attachment 4.9 (Excel spreadsheet of Assigned Government Contracts) 












































 



 
 

  SCHEDULE 4.11    
    


 
    INTELLECTUAL PROPERTY    
    


 COPYRIGHTS  

 






 



									
	Company



 
	 	Copyrights 	 	Registration Date 	 	Status 	 	Registration No. 
	 Defense Systems, Inc. 
	 	OPSEC training plan	 	October 28, 1993	 	Active	 	TXu602108
	 Madison Research Corporation
	 	 INSIGHT
	 	 May, 27, 1997
	 	 Active
	 	 TX4607020

	 Summit Research Corporation
	 	 Charts (compact disc and user manual)
	 	 October 15, 2002
	 	 Active
	 	 TXu1071666





 

  PATENTS  

 






 



									
	Company



 
	 	Patent 	 	Registration Date 	 	Status 	 	Patent No. 
	 Charleston Marine Containers, Inc. 
	 	Container	 	January 30, 2007	 	Active	 	D536154
	 Charleston Marine Containers, Inc. 
	 	 Method and Device for Adapting a Cargo Container to Directly Interface with an Aircraft Cargo Bay
	 	 August 7, 2007
	 	 Active
	 	 7,252,468

	 Charleston Marine Containers, Inc. 
	 	 Container

(Tricon V)
	 	 July 3, 2007
	 	 Active
	 	 D546,023

	 Charleston Marine Containers, Inc. 
	 	 Container

(Tricon III)
	 	 December 19, 2006
	 	 Active
	 	 D533,979

	 Charleston Marine Containers, Inc. 
	 	 Container

(Tricon IV)
	 	 December 19, 2006
	 	 Active
	 	 D533,978

	 Charleston Marine Containers, Inc. 
	 	 Method and Device for Adapting a Cargo Container to Directly Interface with an Aircraft Cargo Bay
	 	 October 24, 2006
	 	 Active
	 	 7,125,212

	 Charleston Marine Containers, Inc. 
	 	 Shipping Container (Tricon II)
	 	 March 1, 2005
	 	 Active
	 	 D502,547

	 Charleston Marine Containers, Inc. 
	 	 Container (Quadcon II)
	 	 December 26, 2006
	 	 Active
	 	 D534,330

	 Charleston Marine Containers, Inc. 
	 	 European (LSA)
	 	 July 12, 2006
	 	 	 	 1,499,543

[European patent]

	 Digital Fusion, Inc. 
	 	 System and Method for Optically Co-Registering Pixels
	 	 August 12, 2008
	 	 	 	 12/190447

(Application No.)

	 Gichner Systems Group, Inc. 
	 	 Instrument Case
	 	 February 3, 1998
	 	 Active
	 	 D390198

	 Gichner Systems Group, Inc. 
	 	 Enclosure for Housing Electronic Components
	 	 June 4, 1991
	 	 	 	 5,020,866

	 Gichner Systems Group, Inc. 
	 	 Cabinet for Electronic Components
	 	 February 17, 1998
	 	 Active
	 	 D390835

	 Gichner Systems Group, Inc. 
	 	 Expandable Shelter System
	 	 September 2, 2008
	 	 Active
	 	 7,418,802





 

 




 






 



									
	Company



 
	 	Patent 	 	Registration Date 	 	Status 	 	Patent No. 
	 Gichner Systems Group, Inc. 
	 	 Cabinet for Providing EMI/RFI Shielding
	 	 May 22, 1991
	 	 	 	 EP428335

[European patent]

	 Gichner Systems Group, Inc. 
	 	 Gasket for Providing MEI/FRI Shielding
	 	 May 15, 1991
	 	 	 	 EP427550

[European patent]

	 Gichner Systems Group, Inc. 
	 	 Expandable Shelter System
	 	 September 7, 2006

(Application Date)
	 	 Pending
	 	 11/517541

(Application No.)

	 SYS
	 	 Flow Measuring Device Based on a Predetermined Class of Liquid
	 	 August 26, 3003
	 	 Active
	 	 6,609,431

	 SYS
	 	 Systems and Methods for Sensing Pressure
	 	 February 15, 2005
	 	 Active
	 	 6,856,251

	 SYS
	 	 Sensor Having Improved Selectivity
	 	 March 8, 2005
	 	 Active
	 	 6,864,692

	 SYS
	 	 Fixed Parallel Plate Mems Capacitor Microsensor and Microsensor Array and Method of Making Same
	 	 October 3, 2006
	 	 Active
	 	 7,115,969

	 SYS [not assigned to SYS by the inventors]
	 	 Sensor and Sensor Array Having Improved Selectivity
	 	 December 20, 2005
	 	 Active
	 	 6,977,511

	 SYS Technologies
	 	 Continuously Adaptive Digital Video Compression System and Method for a Web Streamer
	 	 July 18, 2000
	 	 Active
	 	 6,091,777





 

  PATENT LICENSES  


	(1)
	Kratos
Defense & Security Solutions, Inc., has entered into a Chemical Sensor and Detector License Agreement with Seacost Science dated
August 25, 2003.



	(2)
	SYS
has entered into Patent License Agreement with Thompson Design effective September 14, 2007. 














































  TRADEMARKS  

 






 



											
	Company



 
	 	Trademark 	 	Filing Date 	 	Registration

Date 	 	Status 	 	Registration No. 
	 Ai Metrix, Inc. 
	 	[Star Design]	 	November 4, 2005	 	November 14, 2006	 	Live	 	3,170,480
	 Ai Metrix, Inc. 
	 	 Neuralstar
	 	 May 20, 2005
	 	 November 14, 2006
	 	 Live
	 	 3,170,447

	 Ai Metrix, Inc. 
	 	 Doppler Vue
	 	 May 23, 2002
	 	 July 27, 2004
	 	 Live
	 	 2,867,365

	 Charleston Marine Containers, Inc. 
	 	 Bicold
	 	 January 9, 2009
	 	 N/A
	 	 Pending; Published for Opposition
	 	 77/646,381

(Serial No.)

	 Charleston Marine Containers, Inc. 
	 	 Quadcold (trademark)
	 	 August 16, 2005
	 	 November 6, 2007
	 	 Live
	 	 3,331,374

	 Charleston Marine Containers, Inc. 
	 	 Tricold (trademark)
	 	 August 16, 2005
	 	 August 1, 2006
	 	 Live
	 	 3,123,564

	 Charleston Marine Containers, Inc. 
	 	 Dura-Move
	 	 September 14, 2004
	 	 Apil 11, 2006
	 	 Live
	 	 3,080,275

	 Charleston Marine Containers, Inc. 
	 	 LSA
	 	 May 15, 2002
	 	 June 15, 2004
	 	 Live
	 	 2,854,549

	 Haverstick Consulting, Inc. 
	 	 Haverstick Government Solutions
	 	 October 1, 2003
	 	 March 8, 2005
	 	 Live
	 	 2,932,039

	 Haverstick Consulting, Inc. 
	 	 Haverstick
	 	 April 16, 2003
	 	 March 8, 2005
	 	 Live
	 	 2,932,023

	 Haverstick Consulting, Inc. 
	 	 H (design only)
	 	 April 16, 2003
	 	 August 31, 2004
	 	 Live
	 	 2,878,655

	 Haverstick Consulting, Inc. 
	 	 H Haverstick Consulting
	 	 July 18, 2001
	 	 February 3, 2004
	 	 Live
	 	 2,811,184

	 JMA Associates
	 	 Ambassador to the Gulf Coast
	 	 	 	 December 9, 2004
	 	 Live
	 	 T20,041,570 (Florida State Registration)

	 Kratos Defense and Security Solutions, Inc. 
	 	 Kratos
	 	 April 15, 2010
	 	 N/A
	 	 Pending; New Application
	 	 85/015,106

(Serial Number)

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos Defense & Security Solutions (and design)
	 	 August 29, 2007
	 	 May 26, 2009
	 	 Live
	 	 3,627,791

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos
	 	 August 29, 2007
	 	 June 16, 2009
	 	 Live
	 	 3,640,405

	 Kratos Defense & Security Solutions, Inc. 
	 	 From Strength to Success
	 	 August 29, 2007
	 	 May 19, 2009
	 	 Live
	 	 3,623,755

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos Defense
	 	 August 29, 2007
	 	 June 16, 2009
	 	 Live
	 	 3,640,404

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos Defense & Security Solutions
	 	 August 6, 2007
	 	 March 17, 2009
	 	 Live
	 	 3,592,182





 

 




 






 



											
	Company



 
	 	Trademark 	 	Filing Date 	 	Registration

Date 	 	Status 	 	Registration No. 
	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos Defense & Security Solutions
	 	 August 6, 2007
	 	 March 17, 2009
	 	 Live
	 	 3,592,181

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos Defense & Security Solutions
	 	 August 6, 2007
	 	 	 	 Pending—Published for Opposition
	 	 77/248,436

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos Defense & Security Solutions
	 	 August 6, 2007
	 	 August 4, 2009
	 	 Live
	 	 3,664,225

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos Defense & Security Solutions
	 	 August 6, 2007
	 	 November 24, 2009
	 	 Live
	 	 3,715,806

	 Kratos Defense & Security Solutions, Inc. 
	 	 Kratos
	 	 August 6, 2007
	 	 May 19, 2009
	 	 Live
	 	 3,623,711

	 Madison Research Corporation
	 	 Kratos Madison Research
	 	 	 	 March 16, 2009
	 	 Live
	 	 AL 111365

(Alabama State Registration)

	 Polexis, Inc. 
	 	 XIS
	 	 September 11, 2000
	 	 December 23, 2003
	 	 Live
	 	 2,799,060

	 Summit Research Corporation
	 	 Summit Research Corporation
	 	 February 28, 1992
	 	 	 	 	 	 TN92022801

(New Mexico State

Registration)

[Not returned in USPTO searches]

	 SYS
	 	 Sensorworx
	 	 November 29, 2005
	 	 October 17, 2006
	 	 Live
	 	 3,158,527

	 SYS
	 	 Battguard
	 	 February 28, 2002
	 	 April 26, 2005
	 	 Live
	 	 2,944,754

	 SYS
	 	 Graviton
	 	 March 13, 2001
	 	 October 14, 2003
	 	 Live
	 	 2,773,907





 

 









































 



 
 

  SCHEDULE 5.5    
    


 
    DEPOSIT AND SECURITIES ACCOUNTS    
    

 






 



							
	Name of Entity



 
	 	Bank Name 	 	Type of Account 	 	Account Number 
	 Ai Metrix, Inc. 
	 	Comerica Bank

350 Tenth Avenue, Suite 700

San Diego, CA 92101	 	Deposit Account	 	1894023876
	 Digital Fusion Solutions, Inc. 
	 	 First Commercial Bank
	 	 Health Trust Account: Commercial Checking
	 	 818031742

	 Digital Fusion, Inc. 
	 	 First Commercial Bank
	 	 Commercial Checking
	 	 580223552

	 Digital Fusion, Inc. 
	 	 First Commercial Bank
	 	 Commercial Premium MM
	 	 580225508

	 Digital Fusion, Inc. 
	 	 First Commercial Bank
	 	 Commercial Checking
	 	 580221291

	 DTI Associates, Inc. 
	 	 Wachovia Bank, National Association
	 	 DTI Operating Trade Disbursement & Lockbox Deposits
	 	 2000071389389

	 DTI Associates, Inc. 
	 	 Wachovia Bank, National Association
	 	 DTI Credit Card Deposit Trade Deposits
	 	 2000008309811

	 DTI Associates, Inc. 
	 	 Wachovia Bank, National Association
	 	 DTI Money Market Restricted Deposits
	 	 2000021008461

	 DTI Associates, Inc. 
	 	 Wachovia Bank, National Association
	 	 DTI Manual Check Trade Disbursements
	 	 2000021005749

	 DTI Associates, Inc. 
	 	 Wachovia Bank, National Association
	 	 DTI FSA Disbursements
	 	 2000026801029

	 DTI Associates, Inc. 
	 	 Wells Fargo
	 	 Operating
	 	 4121771026

	 DTI Associates, Inc. 
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600122192

	 Haverstick Consulting, Inc. 
	 	 Wachovia Bank, National Association
	 	 HCI Operating Trade Disbursement & Lockbox Deposits
	 	 2000010899885

	 Haverstick Consulting, Inc. 
	 	 Wachovia Bank, National Association
	 	 Haverstick Concentration Account
	 	 2000010908080

	 Haverstick Consulting, Inc. 
	 	 Wells Fargo
	 	 Operating
	 	 4121806269

	 Haverstick Consulting, Inc. 
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600126182

	 Haverstick Consulting, Inc. 
	 	 Wachovia Bank, National Association
	 	 HCI/HGSI FSA Disbursements
	 	 2000026801032

	 Haverstick Government Solutions, Inc. 
	 	 Wachovia Bank, National Association
	 	 HGSI Operating Trade Disbursement & Lockbox Deposits
	 	 2000010900062

	 Haverstick Government Solutions, Inc. 
	 	 Wells Fargo
	 	 Operating
	 	 4121806277

	 Haverstick Government Solutions, Inc. 
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600122209





 

 




 






 



							
	Name of Entity



 
	 	Bank Name 	 	Type of Account 	 	Account Number 
	 Kratos Defense & Security Solutions, Inc. 
	 	 Wells Fargo
	 	 Operating
	 	 4121324313

	 Kratos Defense & Security Solutions, Inc. 
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600079314

	 Kratos Defense & Security Solutions, Inc. 
	 	 Wells Fargo
	 	 Payroll
	 	 4121324321

	 Kratos Government Solutions, Inc. 
	 	 Wells Fargo Bank, National Association

San Diego Regional Commercial Banking Office

401 B Street, Suite 2201

San Diego, CA 92101
	 	 Operating
	 	 4121324388

	 Kratos Government Solutions, Inc. 
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600079352

	 Kratos Mid-Atlantic, Inc. 
	 	 PNC Bank, National Association

Deposit Recovery Unit

500 West Jefferson

Louisville, KY 40202

Mail Stop K1-KHDQ-06-1
	 	 Checking
	 	 5620790544

	 Kratos Mid-Atlantic, Inc. 
	 	 Wells Fargo
	 	 Operating
	 	 4121324354

	 Kratos Mid-Atlantic, Inc. 
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600079329

	 Kratos Mid-Atlantic, Inc. 
	 	 Wells Fargo
	 	 Zoning
	 	 4121324404

	 Kratos Southeast, Inc. 
	 	 Wells Fargo
	 	 Operating
	 	 4121324370

	 Kratos Southeast, Inc. 
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600079348

	 Kratos Southwest L.P. 
	 	 Wells Fargo
	 	 Operating
	 	 4121324362

	 Kratos Southwest L.P. 
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600079333

	 Madison Research Corporation
	 	 First Commercial Bank

P.O. Box 040002

Huntsville, AL 35801
	 	 Operating
	 	 0818002488

	 Madison Research Corporation
	 	 Wells Fargo
	 	 Operating
	 	 4121745111

	 Madison Research Corporation
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600119065

	 Polexis, Inc. 
	 	 Comerica Bank
	 	 General Account
	 	 1891507004

	 Rocket Support Services, LLC
	 	 Wachovia Bank, National Association

Mail Code NC 0817

301 S. Tryon Street, Floor M7

Charlotte, NC 28288
	 	 RSS Operating Trade Disbursement & Lockbox Deposits
	 	 2000033038500

	 Rocket Support Services, LLC
	 	 Wells Fargo
	 	 Operating
	 	 4121848527





 

 




 






 



							
	Name of Entity



 
	 	Bank Name 	 	Type of Account 	 	Account Number 
	 Rocket Support Services, LLC
	 	 Wells Fargo
	 	 Controlled Disbursement
	 	 9600122228

	 SYS
	 	 Comerica Bank
	 	 General Main Account
	 	 1891945352

	 SYS
	 	 Comerica Bank
	 	 Control Deposit Account
	 	 1891945378

	 SYS
	 	 Wells Fargo
	 	 AP DISB. Account
	 	 9600121642

	 SYS
	 	 Wells Fargo
	 	 Lockbox
	 	 4121801518





 

  GICHNER HOLDINGS INC.
  Bank Account Listing  

 






 



							
	Nat Penn Bank



 
	 	Account

Type/Activity 	 	Account # 	 	Authorized

Signers 
	 1. Gichner Operating Account
	 	Checking/Deposits, Wire Trf, ACH	 	216443873	 	T. Mills, W. Wilson
	 2. Gichner Disbursement Account
	 	 Checking
	 	 216444373
	 	 T. Mills, W. Wilson

	 3. CMCI Account
	 	 Checking/Deposits, Wire Trf, ACH
	 	 216783801
	 	 T. Mills, W. Wilson

	 4. Gichner Payroll Account (pending)
	 	 Checking
	 	 217052711
	 	 T. Mills, W. Wilson

	 5. Gichner Line of Credit
	 	 Line of Credit
	 	 26688000001
	 	 




 

  


 






 



							
	M & T Bank (PA)



 
	 	Account

Type/Activity 	 	Account # 	 	Authorized

Signers 
	 1. Gichner Payroll Account
	 	Checking/local deposits	 	970207491	 	T. Mills, W. Wilson
	 2. Gichner FSA Account
	 	 Checking
	 	 970313817
	 	 T. Mills, W. Wilson





 

  


 






 



							
	Regions Bank (SC)



 
	 	Account

Type/Activity 	 	Account # 	 	Authorized

Signers 
	 1. CMCI Disbursement Account
	 	Checking	 	03903997499	 	Cody Baker, Priscilla Roper
	 2. CMCI Petty Cash
	 	 Checking
	 	 03903997473
	 	 Cody Baker, Priscilla Roper





 

  


 






 



							
	Barclays Bank PLC, Paris




 
	 	Account

Type/Activity 	 	Account # 	 	Authorized

Signers 
	 1. Gichner Europe France, sarl (Euros)
	 	Checking	 	45287620101	 	T. Mills, W. Wilson
	 2. Gichner Europe Ltd (Euros)
	 	 Checking
	 	 89884280186
	 	 T. Mills, W. Wilson





 

 








QuickLinks



Exhibit 10.2


SECURITY AGREEMENT



EXHIBIT A


GRANTORS


EXHIBIT B


FORM OF INSTRUMENT OF ASSIGNMENT

ASSIGNMENT OF CLAIMS [Contract Number]


EXHIBIT C


FORM OF NOTICE OF ASSIGNMENT OF CLAIMS

Acknowledgement



EXHIBIT D


FORM OF SECURITY AGREEMENT JOINDER



EXHIBIT E


ISSUERS Kratos Defense & Security Solutions, Inc. PLEDGED INTERESTS



EXHIBIT F


FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT

PLEDGED NOTES Kratos Intercompany Notes



SCHEDULE 4.4


CORPORATE EXISTENCE; SUBSIDIARIES; FOREIGN QUALIFICATION


LOCATIONS



SCHEDULE 4.9


ASSIGNED GOVERNMENT CONTRACTS



SCHEDULE 4.11


INTELLECTUAL PROPERTY



SCHEDULE 5.5


DEPOSIT AND SECURITIES ACCOUNTS