Common use of Closing Obligations Clause in Contracts

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers shall deliver, or caused to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers): (i) one ▇▇▇▇ of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly executed by each Shareholder (the “Non-Competition Agreements”); (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller (the “Escrow Agreement”); (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”); (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and an amendment to such Lease including such easement; (viii) a counterpart signature page to a letter agreement, in form and substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys Leasing, LP within ninety

Closing Obligations. Upon the terms contained herein, in In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers Parascript shall deliver, or caused deliver to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):Mitek: (i) one the agreement attached hereto as Exhibit 2.10(a)(i)(A) and (B), executed on the date hereof but effective only as of the Closing Date, by J▇▇▇ ▇▇▇▇ of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly executed by each Shareholder (the “Non-Competition Agreements”); (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller (the “Escrow Agreement”); (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”); (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at A▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, respectively, and Mitek; (ii) noncompetition agreements in the form of Exhibit 2.10(a)(ii), executed by the Persons identified on Exhibit 2.10(a)(ii) (the “Noncompetition Agreements”); (iii) an escrow agreement substantially in the form of Exhibit 2.10(a)(iii), executed by Parascript and the escrow agent (the “Escrow Agreement”); (iv) a certificate executed by Parascript as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 9.1 and as to its compliance with and performance in all material respects of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 9.2; (v) a certificate of the Secretary of Parascript certifying, as complete and accurate as of the Closing and attaching all requisite resolutions or actions of Parascript’s Members or shareholders approving (A) the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and (B) the incumbency and signatures of the officers of Parascript executing this Agreement and any other document relating to the Contemplated Transactions; (vi) a Services Agreement between AIS and Mitek substantially in the form attached hereto as Exhibit 2.10(a)(vi) (the “Services Agreement”) whereby Mitek will provide certain business support services to AIS; (vii) a Voting Agreement executed by the K▇▇▇ Family Limited Partnership, the P▇▇▇▇▇▇▇ Family Limited Partnership and the Pachikov Limited Partnership and effective as of the date hereof in the form attached hereto as Exhibit 2.10(a)(vii) (the “Voting Agreement”); and (viii) evidence of AIS Holdings undertaking and assumption of the Retained Liabilities (the “Assumption Agreement”) in the form attached hereto as Exhibit 2.10(a)(viii), executed by Parascript and AIS Holdings. (b) Mitek shall deliver to Parascript: (i) the Merger Consideration in accordance with Section 2.6(c); (ii) the Escrow Agreement executed by Mitek and the escrow agent, together with the delivery of the Escrow Shares to the escrow agent and established pursuant to the Escrow Agreement thereunder (the “Escrow Account”); (iii) the employment agreements attached hereto as Exhibit 2.10(a)(i)(C) and (D) executed on the date hereof but effective only as of the Closing Date by J▇, ▇▇▇ ▇▇▇▇▇▇▇ and T▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ , respectively, and an amendment to such Lease including such easementby Mitek; (viiiiv) to Parascript a counterpart signature page certificate executed by Mitek as to the accuracy of Mitek’s representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 10.1 and as to its compliance with and performance of Mitek’s covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 10.2; (v) to Parascript a letter agreementcertificate of the Secretary of Mitek certifying, in form as complete and substance mutually agreeable to Pomroys Leasingaccurate as of the Closing, LP and Buyersattaching all requisite resolutions or actions of Mitek’s board of directors and stockholders, pursuant to which as applicable, approving (A) Buyers shall covenant the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, (B) the Mitek Name Change, (C) the incumbency and signatures of the officers of Mitek executing this Agreement and any other document relating to pay the Pay-Off Amounts Contemplated Transactions and (D) accompanied by the requisite documents for amending the relevant Governing Documents of Mitek required to Pomroys Leasing, LP within ninetyeffect the Mitek Name Change in form sufficient for filing with the appropriate Governmental Body; and (vi) the Services Agreement signed by Mitek.

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers shall deliver, or caused to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers): (i) one ▇▇▇▇ of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly executed by each Shareholder (the “Non-Competition Agreements”); (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller (the “Escrow Agreement”); (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”); (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and an amendment to such Lease including such easement; (viii) a counterpart signature page to a letter agreement, in form and substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys Leasing, LP within ninetyninety EXECUTION VERSION

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Sellers shall deliver, or caused will deliver to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):Buyer: (i) one ▇▇▇▇ of sale certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for each of K Defensetransfer to Buyer; (ii) the Escrow Agreement, KII and K Industries executed by Sellers; (iii) releases in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property D executed by Sellers (collectively, the “Bills of SaleSellers’ Releases”), duly executed by the applicable Seller; (iiiv) a counterpart signature page to an assignment of all of the Assets that are intangible personal property employment agreements in substantially the form of Exhibit 2.9(a)(iiE, executed by Sellers (collectively, the “Employment Agreements”); (v) noncompetition agreements in the form of Exhibit F, which assignment shall also contain Buyers’ undertaking and assumption executed by Sellers (collectively, the “Noncompetition Agreements”); (vi) resignation letters from each of the Assumed Liabilities directors and officers of the Company, including Sellers, ▇▇▇▇▇ and ▇▇▇▇▇▇▇; (vii) an opinion of Blank Rome LLP, counsel to Sellers, dated the “Assignment Closing Date, in the form of Exhibit G; (viii) the ▇▇▇▇▇ Note, executed by the Company and Assumption Agreement”)▇▇▇▇▇, duly and the ▇▇▇▇▇▇▇ Note, executed by the Company and ▇▇▇▇▇▇▇; (ix) [Intentionally Omitted]; (x) the Zaumeyer Release, executed by Zaumeyer; (xi) the Landlord Consent, executed by the Landlord; (xii) a copy of the Company’s Articles of Incorporation certified as of a recent date by the Secretary of State of the State of Florida; (xiii) a certificate of good standing of the Company issued as of a recent date by the Secretary of State of the State of Florida; (xiv) a certificate of the secretary or an assistant secretary of the Company dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the lack of amendments to the Articles of Incorporation of the Company since the date of the certificate referred to in Section 2.4(a)(xii) above; and (ii) the bylaws of the Company; (xv) the certificate contemplated by Section 7.3, executed by each Seller; (xvi) a spousal consent from the spouse of each Seller, as applicable; and (xvii) such other documents as Buyer may reasonably request for the purpose of (i) evidencing the accuracy of any of Sellers’ representations and warranties, (ii) evidencing the performance by any Seller of, or the compliance by any Seller with, any covenant or obligation required to be performed or complied with by such Seller, (iii) counterpart signature pages evidencing the satisfaction of any condition referred to non-competition agreements in substantially Section 7, or (iv) otherwise facilitating the form consummation or performance of Exhibit 2.9(a)(iiiany of the Contemplated Transactions. (b) Buyer will deliver to Sellers: (i) the Closing Cash Amount, payable to Sellers as set forth in Section 2.2(a)(i); (ii) certificates representing the Buyer Closing Shares; (iii) the Escrow Agreement, duly executed by each Shareholder (the “Non-Competition Agreements”)Buyer; (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv)Promissory Notes, duly executed by each Seller (the “Escrow Agreement”)Buyer; (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v)Employment Agreements, duly executed by Sellers (the “Registration Rights Agreement”)Buyer; (vi) counterpart signature pages to the consulting agreementsNoncompetition Agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”)Buyer; (vii) evidence the certificate contemplated by Section 8.3, executed by a duly authorized officer of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and an amendment to such Lease including such easement;Buyer; and (viii) a counterpart signature page such other documents as Sellers may reasonably request for the purpose of (i) enabling their counsel to a letter agreementprovide the opinion referred to in Section 2.4(a)(vii), (ii) evidencing the accuracy of any representation or warranty of Buyer, (iii) evidencing the performance by Buyer of, or the compliance by Buyer with, any covenant or obligation required to be performed or complied with by Buyer, (iv) evidencing the satisfaction of any condition referred to in form and substance mutually agreeable to Pomroys LeasingSection 8, LP and Buyers, pursuant to which or (Av) Buyers shall covenant to pay otherwise facilitating the Pay-Off Amounts to Pomroys Leasing, LP within ninetyconsummation of any of the Contemplated Transactions.

Closing Obligations. Upon the terms contained herein, in In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers shall deliver, or caused cause to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):Buyer: (i) one ▇▇▇▇ of sale for each of K Defensecertificates representing the Shares, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property duly endorsed (collectively, the “Bills of Sale”or accompanied by duly executed stock powers), duly executed by the applicable Sellerfor transfer to Buyer; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property releases in substantially the form of forms attached hereto as Exhibit 2.9(a)(ii)A-▇, which assignment shall also contain Buyers’ undertaking ▇▇▇▇▇▇▇ ▇-▇, and assumption Exhibit A-3 executed by each of the Assumed Liabilities Sellers and any employees of the Company receiving Change in Control Payments as set forth on Schedule 1.9 (the “Assignment and Assumption AgreementReleases”), duly executed by each Seller; (iii) counterpart signature pages to non-competition noncompetition, nondisclosure, and nonsolicitation agreements in substantially the form of attached hereto as Exhibit 2.9(a)(iii)B-1, duly executed by each Shareholder (of the “Non-Competition Agreements”); (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller (the “Escrow Agreement”); (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”); (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at other than M▇▇▇ ▇▇▇▇, K▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ and J▇▇ ▇▇▇▇▇▇▇▇) and noncompetition, nondisclosure and nonsolicitation agreements in substantially the form attached hereto as Exhibit B-2 executed by each by M▇▇▇ ▇▇▇▇, K▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and an amendment to such Lease including such easementJ▇▇ ▇▇▇▇▇▇▇▇ (collectively, the “Noncompetition Agreements”); (viiiiv) a counterpart signature page an escrow agreement relating to a letter agreementthe Escrow, in substantially the form attached hereto as Exhibit C, executed by Sellers and substance mutually agreeable the Escrow Agent (the “Escrow Agreement”); and (v) Legal Opinion of A▇▇▇▇▇ G▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to Pomroys Leasingthe Seller Parties, LP in substantially the form attached hereto as Exhibit D. (b) Buyer shall deliver, or cause to be delivered, to Sellers or the Escrow Agent, as applicable: (i) the Cash Consideration to Sellers by wire transfer of immediately available funds to an account of A▇▇▇▇▇ G▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel to the Company, designated on Schedule 1.4(b)(i) which funds will in turn be allocated to the Sellers. Buyer shall have no liability to the Sellers or any other Person with respect to the allocation of the Purchase Price; (ii) the Escrow Agreement, executed by Buyer and Buyersthe Escrow Agent, pursuant together with the delivery to which the Escrow Agent of the Escrow Fund by wire transfer to an account specified by the Escrow Agent; and (Aiii) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys LeasingNoncompetition Agreements, LP within ninetyexecuted by Buyer.

Closing Obligations. Upon the terms contained herein, in In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers shall deliver, or caused cause to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):Buyer: (i) one ▇▇▇▇ of sale for each of K Defensecertificates representing the Shares, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property duly endorsed (collectively, the “Bills of Sale”or accompanied by duly executed stock powers), duly executed by the applicable Sellerfor transfer to Buyer; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property releases in substantially the form of attached hereto as Exhibit 2.9(a)(ii)A, which assignment shall also contain Buyers’ undertaking and assumption executed by each of the Assumed Liabilities Sellers (the “Assignment and Assumption AgreementReleases”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements a consulting agreement in substantially the form of attached hereto as Exhibit 2.9(a)(iii)B, duly executed by each Shareholder D▇▇▇▇ ▇▇▇▇▇▇▇ (the “Non-Competition AgreementsConsulting Agreement”); (iv) a counterpart signature page to an escrow agreement employment agreements in substantially the form of attached hereto as Exhibit 2.9(a)(iv)C, duly executed by each Seller (the “Escrow Agreement”); (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v)T▇▇ ▇▇▇▇▇▇▇▇▇▇, duly executed by Sellers (the “Registration Rights Agreement”); (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at A▇▇▇▇ ▇▇▇▇▇, B▇▇▇▇ ▇▇▇▇▇▇, T▇▇ ▇▇▇▇▇, K▇▇▇▇ ▇▇▇▇▇▇▇▇, C▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇B▇▇▇▇▇ ▇▇▇▇▇, A▇▇▇▇ ▇▇▇▇▇, R▇▇ ▇▇▇▇▇▇, K▇▇▇▇ ▇▇▇▇▇▇▇▇, T▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and L▇▇▇ ▇▇▇▇▇▇ (the “Employment Agreements”); (v) a noncompetition, nondisclosure and nonsolicitation agreement in substantially the form attached hereto as Exhibit D, executed by D▇▇▇▇ ▇▇▇▇▇▇▇ (the “Noncompetition Agreement”); (vi) an amendment escrow agreement relating to such Lease including such easementthe Cash Escrow in substantially the form attached hereto as Exhibit E, executed by Sellers and the Escrow Agent (the “Cash Escrow Agreement”); (vii) an escrow agreement relating to the Escrow Stock in substantially the form attached hereto as Exhibit F, executed by Sellers and the Escrow Agent (the “Stock Escrow Agreement”); (viii) an escrow agreement relating to the Guaranty Escrow in substantially the form attached hereto as Exhibit G, executed by Sellers and the Escrow Agent (the “Guaranty Escrow Agreement”); (ix) a counterpart signature page cross receipt in substantially the form attached hereto as Exhibit H, executed by P▇▇▇ ▇▇▇▇▇▇; (x) Legal Opinion of V▇▇▇▇▇▇ LLP in the form set forth as Exhibit I; (xi) Lease Agreement in substantially the form attached hereto as Exhibit J, executed by the Company and MOR Montpelier 3 LLC (the “New Lease”); (xii) an agreement in substantially the form attached hereto as Exhibit K, executed by D▇▇▇▇ ▇▇▇▇▇▇▇, the Company and Buyer (the “Payoff Agreement”). (b) Buyer shall deliver, or caused to a letter agreementbe delivered, to Sellers or the Escrow Agent, as applicable: (i) the Cash Consideration to Sellers by wire transfer of immediately available funds to an account specified in form and substance mutually agreeable writing by Sellers, to Pomroys Leasing, LP and Buyers, be allocated pursuant to which the percentages set forth on Schedule 1.4(b)(i); (Aii) Buyers shall covenant the Cash Escrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery to pay the Pay-Off Amounts Escrow Agent of the Cash Escrow by wire transfer to Pomroys Leasingan account specified by the Escrow Agent; (iii) the Stock Escrow Agreement, LP within ninetyexecuted by Buyer and the Escrow Agent, together with the delivery to the Escrow Agent of the stock certificates for the Escrow Stock; (iv) the Guaranty Escrow Agreement, executed by Buyer and the Escrow Agent, together with the delivery to the Escrow Agent of the Guaranty Escrow by wire transfer to an account specified by the Escrow Agent; (v) the Consulting Agreement, executed by Buyer; (vi) the Employment Agreements, executed by Buyer; (vii) the Noncompetition Agreement, executed by Buyer; (viii) the New Lease, executed by Buyer; and (viii) the Payoff Agreement, executed by Buyer.

Closing Obligations. Upon the terms contained herein, in In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers Seller shall deliver, or cause to be delivered, to Buyer: (i) certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (ii) releases in substantially the form attached hereto as Exhibit A, executed by Seller and the Company Key Employees (the "Releases"); (iii) a consulting agreement in substantially the form attached hereto as Exhibit B, executed by Seller (the "Consulting Agreement"); (iv) employment agreements in substantially the form attached hereto as Exhibit C, executed by the Company Management Employees (the "Employment Agreements"); (v) a noncompetition, nondisclosure and nonsolicitation agreement in substantially the form attached hereto as Exhibit D, executed by Seller (the "Noncompetition Agreement"); (vi) an escrow agreement relating to the Cash Escrow in substantially the form attached hereto as Exhibit E, executed by Seller and the Escrow Agent (the "Cash Escrow Agreement"); and (vii) an escrow agreement relating to the Escrow Stock in substantially the form attached hereto as Exhibit F, executed by Seller and the Escrow Agent (the "Stock Escrow Agreement"). (b) Buyer shall deliver, or caused to be delivered, to Buyers (Seller or the delivery of any of which may be waived in writing by Buyers):Escrow Agent, as applicable: (i) one ▇▇▇▇ the Cash Consideration to Seller by wire transfer of sale for each of K Defense, KII and K Industries immediately available funds to an account specified in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed writing by the applicable Seller; (ii) a counterpart signature page the stock certificates for the Closing Stock to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii)Cash Escrow Agreement, duly executed by each Shareholder (Buyer and the “Non-Competition Agreements”)Escrow Agent, together with the delivery to the Escrow Agent of the Cash Escrow by wire transfer to an account specified by the Escrow Agent; (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv)Stock Escrow Agreement, duly executed by each Seller (Buyer and the “Escrow Agreement”)Agent, together with the delivery to the Escrow Agent of the stock certificates for the Escrow Stock; (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v)Consulting Agreement, duly executed by Sellers (the “Registration Rights Agreement”)Buyer; (vi) counterpart signature pages to the consulting agreementsEmployment Agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”);Buyer; and (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇Noncompetition Agreement, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and an amendment to such Lease including such easement; (viii) a counterpart signature page to a letter agreement, in form and substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys Leasing, LP within ninetyexecuted by Buyer.

Closing Obligations. Upon the terms contained herein, in In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers Buyer shall deliverdeliver the Escrow Amount, or caused in cash by wire transfer of immediately available funds, to the Escrow Agent, as defined below, to be deliveredheld and disbursed by the Escrow Agent in accordance with this Agreement and the Escrow Agreement; (b) Buyer shall pay or cause to be paid, in cash by wire transfer of immediately available funds, the Closing Cash Consideration to Buyers Seller; (c) Seller shall deliver to Buyer the delivery of any of which may be waived following items (in writing by Buyersform and substance reasonably satisfactory to Buyer and its counsel, unless otherwise specified below): (i) one a ▇▇▇▇ of sale for each all of K Defense, KII and K Industries the Purchased Assets that are Tangible Personal Property in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property A (collectively, the “Bills ▇▇▇▇ of Sale”), duly executed by the applicable Seller; (ii) a counterpart signature page to an assignment of all of the Purchased Assets that are intangible personal property (including Intellectual Property Assets) in substantially the form of Exhibit 2.9(a)(ii)B, which assignment shall also contain Buyers’ Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements an assignment of the domain names of Seller in substantially the form of Exhibit 2.9(a)(iii)C, duly executed by each Shareholder Seller (the “Non-Competition AgreementsDomain Name Assignment Agreement”); (iv) a counterpart signature page to an employment agreement in the form of Exhibit D, duly executed by ▇▇▇▇▇▇▇ (the “Employment Agreement”); (v) the restrictive covenant agreement in the form of Exhibit E-1, duly executed by ▇▇▇▇▇▇▇ and the restrictive covenant agreements in the form of Exhibit E-2, duly executed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇, respectively (collectively, the “Restrictive Covenant Agreement”); (vi) an escrow agreement in substantially the form of Exhibit 2.9(a)(iv)F, duly executed by each Seller and the Escrow Agent (the “Escrow Agreement”); (vvii) an IRS Form W-9 properly completed by Seller (or, if Seller is a disregarded entity, the Person treated as the owner of Seller for federal Income Tax purposes); (viii) certificate(s) of insurance evidencing Buyer being named as an additional insured under Seller’s insurance policies in effect as of the Closing Date; (ix) releases of all Encumbrances on the Purchased Assets, other than Permitted Encumbrances; (x) certificate dated as of a date not earlier than the third Business Day prior to the Closing as to the good standing of Seller in the State of Texas; (xi) a counterpart signature page certificate of the Secretary of Seller, dated as of the Closing Date, certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, (i) certifying and attaching all requisite resolutions or actions of Seller’s managers and members approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of dba name contemplated by Section 5.4 and (ii) certifying to a registration rights agreement the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions; and (xii) all other Consents (except as set forth in substantially Section 2.10), filings, certificates, documents, instruments and other items required to be delivered by Seller pursuant to this Agreement, and all such other documents, certificates and instruments as Buyer shall reasonably request to give effect to the Contemplated Transactions or to vest in Buyer good, valid, insurable and marketable title in and to the Purchased Assets free and clear of all Encumbrances, except Permitted Encumbrances. (d) Buyer shall deliver, or cause to be delivered, to Seller the following items (in form and substance reasonably satisfactory to Seller and its counsel, unless otherwise specified below): (i) the ▇▇▇▇ of Exhibit 2.9(a)(v)Sale, duly executed by Sellers Buyer; (ii) the “Registration Rights Assignment and Assumption Agreement”), duly executed by Buyer; (iii) the Domain Name Assignment Agreement, duly executed by Buyer; (iv) the Employment Agreement, duly executed by Buyer; (v) the Restrictive Covenant Agreements, each duly executed by Buyer; (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi)Escrow Agreement, duly executed by Buyer and the respective Shareholder (the “Consulting Agreements”);Escrow Agent; and (vii) evidence a certificate of the grant Secretary of an easement from the Shareholders to Windber Associates for that portion Buyer, dated as of the parking lot used in Closing Date, certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the Business that encroaches on execution and delivery of this Agreement and the real property consummation of the Shareholders adjacent Contemplated Transactions and certifying to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ incumbency and an amendment to such Lease including such easement; (viii) a counterpart signature page to a letter agreement, in form signatures of the officers of Buyer executing this Agreement and substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys Leasing, LP within ninetyany other Transaction Document.

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing, and on the date of each issuance of Shares with respect to: (a) Sellers Seller shall deliver, or caused to be delivered, to Buyers Buyer (the delivery of any of which may be waived in writing by Buyers▇▇▇▇▇): (i) one ▇▇▇▇ a bill of sale for each of K DefenseSeller, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain BuyersBuyer’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) (x) each Key Employee, unless waived by Buyer, shall have provided a counterpart signature pages page to a non-competition agreements agreement in substantially the form of Exhibit 2.9(a)(iii2.9(a)(iii)(x), duly executed by such Key Employee (the “Key Employee Non-Competition Agreements”), and (y) each Shareholder Active Employment, unless waived by Buyer, shall have provided a counterpart signature page to a non-competition agreement substantially in the form of Exhibit 2.9(a)(iii)(y) (the “Non-Competition Agreements”), provided that, with respect to the Non-Competition Agreements only, such Non-Competition Agreement shall only be effective to the extent such Active Employee becomes a Hired Active Employee within ninety (90) days after the Closing Date; (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller (the “Escrow Agreement”); (v) a counterpart signature page to a registration rights agreement the Lock-Up Agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers each Person who receives Consideration Shares (the “Registration Rights Lock-Up Agreement”); (vi) with respect to each Lease, a counterpart signature pages page to an assignment and assumption of such Lease in form and substance mutually acceptable to Buyer and the consulting agreements, in substantially the form landlord of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder such Leased Real Property (the “Consulting AgreementsLease Assignment”); (vii) evidence of releases of all Encumbrances on the grant Assets, if any, other than Permitted Encumbrances; (viii) At least five (5) days before Closing, a spreadsheet annexed hereto as Schedule 2.3 (the “Consideration Spreadsheet”), which shall set forth: (i) detailed calculations of an easement the Consideration Shares received by each Shareholder of Seller; and (ii) detailed calculations of the Holdback Shares allocated by each Shareholder of Seller, based upon the pro rata share of Consideration Shares received by such Shareholder; and (ix) certificates of good standing dated as of a date not earlier than the tenth (10th) Business Day prior to the Closing from the Shareholders Delaware Secretary of State and each jurisdiction in which Seller is licensed or qualified to Windber Associates for that portion do business as a foreign corporation as specified in Section 3.1(a) of the parking lot used in the Business that encroaches on the real property Disclosure Schedule. (x) a certificate of the Shareholders adjacent Chief Executive Officer of Seller certifying and attaching all requisite resolutions or actions of such Seller’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the Leased Real Property located at ▇▇▇ incumbency and signatures of the officers of Seller executing this Agreement and any other documents relating to the Contemplated Transactions; and (xi) such other bills of sale, assignments, certificates, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer to give effect to the Contemplated Transactions, each in form and substance reasonably satisfactory to Buyer and Seller. (xii) A duly executed copy of a Joinder Agreement from the Requisite Joinder Parties. (xiii) such other certificates, assignments, documents and other instruments as may reasonably be requested by Parent to give effect to the Contemplated Transactions, each in form and substance satisfactory to Parent. (b) Parent or Buyer shall deliver, or caused to be delivered, to Seller (the delivery of any of which may be waived in writing by Seller): (i) the Consideration Shares in accordance with Section 2.3 and Section 2.4; (ii) a counterpart signature page to the Lock-Up Agreement, duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇; (iii) a counterpart signature page to the Escrow Agreement, duly executed by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and an amendment to such Lease including such easement; (viiiiv) a counterpart signature page to the Assignment and Assumption Agreement, duly executed by ▇▇▇▇▇; (v) counterpart signature pages to the Non-competition Agreements, duly executed by ▇▇▇▇▇; (vi) a letter agreementcounterpart signature page to the Lease Assignment, duly executed by ▇▇▇▇▇; (vii) certificates dated as of a date not earlier than the tenth (10th) Business Day prior to the Closing as to the good standing of Parent and Buyer, executed by the appropriate official of the State of Nevada, to be delivered (or tendered subject only to Closing) to Seller. (viii) a certificate of the secretary of Parent and Buyer certifying and attaching all requisite resolutions or actions of Parent (if required by applicable Legal Requirement or Parent’s Governing Documents) and such Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Parent and such Buyer (as applicable) executing this Agreement and any other document relating to the Contemplated Transactions; and (ix) such other certificates, assignments, documents and other instruments as may reasonably be requested by Seller to give effect to the Contemplated Transactions, each in form and substance mutually agreeable satisfactory to Pomroys Leasing, LP Buyer and Buyers, pursuant to which (A) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys Leasing, LP within ninetySeller.

Closing Obligations. Upon the terms contained herein, in addition Subject to any other documents to be delivered under other provisions of this AgreementSection 2.3A, at the Closing: (a) Sellers shall deliver, or caused Company and the Stockholders will deliver to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):Buyer: (i) one ▇▇▇▇ of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering or more certificates (or indemnities in the aggregate all agreed upon form in respect of lost certificates) representing 100% of the Assets that are Tangible Personal Property (collectivelyissued and outstanding capital stock of the Company on a fully diluted basis, the “Bills of Sale”), accompanied by duly executed by the applicable Sellerstock transfer forms to Buyer; (ii) a counterpart signature page to an assignment written resignations in the agreed terms executed by the officers and directors of all Group identified in sub-Sections (xi) and (c) below, effective as of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each SellerClosing Date; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly written resignations executed by each Shareholder (the “Non-Competition Agreements”)external auditors of Company, effective as of the Closing Date, to the extent permissible under applicable laws and regulations; (iv) a counterpart signature page all corporate seals of Group to an escrow agreement the extent not in substantially the form possession of Exhibit 2.9(a)(iv), duly executed by each Seller (the “Escrow Agreement”)Group; (v) a counterpart signature page to a registration rights agreement in substantially the form Deed of Exhibit 2.9(a)(v), Release duly executed by Sellers (the “Registration Rights Agreement”);parties thereto; and (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), Escrow Agreement duly executed by the respective Shareholder (the “Consulting Agreements”)Stockholders; (vii) evidence the US Reorganization Documents duly executed by the parties thereto; (viii) a true and complete copy of each of the grant Insurance Policies; (ix) forms to amend the mandates given to the relevant banks and other financial institutions in such manner as Buyer shall direct (such instructions to be given to the Company at least ten (10) Business Days prior to Closing); (x) the Sellers shall procure that a board meeting of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches Company is held on the real property of the Shareholders adjacent to the Leased Real Property located Closing Date at which: (A) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ are appointed as directors of Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is appointed secretary of Company; (B) the resignations of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Gradden, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Liam Strong, ▇▇▇▇▇ ▇▇▇▇▇▇▇ as directors of Company and ▇▇▇ ▇▇▇▇▇▇ as secretary of Company are accepted; (C) the resignation of the external auditors of the Company is accepted, to the extent permissible under applicable laws and regulations; (D) the stock transfers are (subject only to their being duly stamped) approved for registration; (b) the Sellers shall procure that a board meeting of each of the Subsidiaries is held on the Closing Date at which: (i) the persons nominated by the Buyer in writing are appointed as directors and secretary (as applicable) provided such details are notified to the Institutional Stockholder at least 10 Business Days prior to Closing; (ii) the resignations of the persons notified by the Buyer are accepted provided such details are notified to the Institutional Stockholder at least 10 Business Days prior to Closing; (iii) the resignation of the external auditors is accepted, to the extent permissible under applicable laws and regulations; (iv) the registered office is changed to ▇-▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇; and (v) all existing bank and an amendment other mandates are revoked/modified and such new mandates are issued as the Buyer may direct (such instructions to such Lease including such easementbe given at least ten (10) Business Days prior to Closing); (viiic) On the Closing Date, Buyer will upon the receipt of all of the certificates (or indemnities for lost certificates in the agreed form) representing 100% of the issued and outstanding shares of the capital stock of the Company on a counterpart signature page to a letter agreement, in form and substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which fully diluted basis: (Ai) Buyers shall covenant to execute the Escrow Agreement; (ii) pay the Pay-Off Amounts Closing Cash Proceeds (less the Escrow Amount), by wire transfer in cleared funds to Pomroys Leasingthe Stockholders' Solicitors Account; (iii) procure the execution of the Escrow Agreement by the Escrow Agent and upon receipt of the Escrow Agreement executed by the Stockholders, LP within ninetypay the Escrow Amount by wire transfer in cleared funds into the Escrow Account; (iv) procure that the Company shall pay the following amounts by wire transfer in cleared funds to the Stockholders' Solicitors' Account; (a) the Loan Notes Redemption Amount to use solely to discharge in full the Loan Notes; and (b) upon receipt by the Company of the Deed of Release, the Facility Repayment Amount to use solely to discharge in full the Burdale Facility.

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers shall At the Closing, Seller will deliver, or caused to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):: (i) one a certificate executed by Seller as required by Section 7.2(d); (ii) a ▇▇▇▇ of sale for each all of K Defense, KII and K Industries the Assets other than the Assets described at Section 2.1(c) substantially in substantially the form of Exhibit 2.9(a)(i2.7(a)(ii) covering in - A (the aggregate “▇▇▇▇ of Sale”) duly executed by Seller and a ▇▇▇▇ of sale for all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller; (iidescribed at Section 2.1(c) a counterpart signature page to an assignment of all of the Assets that are intangible personal property substantially in substantially the form of Exhibit 2.9(a)(ii), which 2.7(a)(ii) - B (the “Costa Rica ▇▇▇▇ of Sale”) duly executed by Seller duly executed by Seller and REMEC SRL; (iii) assignment shall also contain Buyers’ undertaking and assumption of agreements for the Assumed Liabilities Contracts substantially in the form of Exhibit 2.7(a)(iii) (the “Assignment and Assumption Agreement”); (iv) an information technology transition services agreement substantially in the form of Exhibit 2.7(a)(iv) (the “Information Technology Transition Services Agreement”) duly executed by Seller; (v) a manufacturing agreement (the “Manufacturing Agreement”) in substantially the form set forth at Exhibit 2.7(a)(v), duly executed by each REMEC SRL; (vi) an agreement related to the Baan license agreement (the “Agreement Related to Baan License Agreement”) in substantially the form set forth at Exhibit 2.7(a)(vi), duly executed by Seller; (vii) a sublease agreement (the “Sublease”) in substantially the form set forth at Exhibit 2.7(a)(vii), duly executed by Seller; (viii) an intellectual property license agreement (the “License Agreement”) in substantially the form set forth at Exhibit 2.7(a)(viii), duly executed by Seller; (ix) the consents set forth at Exhibit 2.7(a)(ix); (x) updated Disclosure Schedules, if necessary, delivered by Seller, in such form as is reasonably acceptable to Buyers in good faith; and (xi) such additional documents as are reasonably required by a Buyer pursuant to Section 6.8. (b) At the Closing, Buyers will deliver: (i) the Closing Payment, as adjusted pursuant to Section 2.5, in immediately available funds to such account as may be specified by Seller in writing prior to the Closing; (ii) all sales, use and transfer Taxes payable pursuant to Section 2.9, if any, in immediately available funds to such account as may be specified by Seller in writing prior to the Closing; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly certificates executed by each Shareholder (the “Non-Competition Agreements”Buyer as required by Section 7.1(d); (iv) a counterpart signature page to an escrow agreement in substantially the form ▇▇▇▇ of Exhibit 2.9(a)(iv), Sale and Costa Rica ▇▇▇▇ of Sale each duly executed by each Seller (the “Escrow Agreement”)Veritek; (v) a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), Assignment and Assumption Agreement duly executed by Sellers (the “Registration Rights Agreement”)each Buyer; (vi) counterpart signature pages to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), Manufacturing Agreement duly executed by the respective Shareholder (the “Consulting Agreements”)each Buyer; (vii) evidence of the grant of an easement from the Shareholders Agreement Related to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and an amendment to such Lease including such easementBaan License Agreement duly executed by each Buyer; (viii) a counterpart signature page to a letter agreement, in form and substance mutually agreeable to Pomroys Leasing, LP and Buyers, the Sublease duly executed by each Buyer; (ix) the Information Technology Transition Services Agreement duly executed by each Buyer; (x) the License Agreement duly executed by each Buyer; and (xi) such additional documents as are reasonably required by Seller pursuant to which (A) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys Leasing, LP within ninetySection 6.8.

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Sellers shall deliver, or caused will deliver to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):Buyer: (i) one ▇▇▇▇ of sale for each of K Defense, KII certificates representing the Shares and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”)FMS Shares, duly endorsed and accompanied by duly executed by the applicable Sellerstock powers for transfer to Buyer; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property releases substantially in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly 2.5(a)(ii) executed by each SellerSellers ("SELLERS' RELEASES"); (iii) counterpart signature pages to non-competition agreements a noncompetition/nonsolicitation agreement substantially in substantially the form of Exhibit 2.9(a)(iii), duly 2.5(a)(iii) executed by each Shareholder Seller identified therein (the “Non-Competition Agreements”"NONCOMPETITION/NONSOLICITATION AGREEMENTS"); (iv) a counterpart signature page to an escrow agreement certificate substantially in substantially the form of Exhibit 2.9(a)(iv), duly 2.5(a)(iv) executed by each Seller Sellers' Representative (the “Escrow Agreement”"SELLERS' CERTIFICATE");; and (v) a counterpart signature page to of a registration rights tax procedures agreement substantially in substantially the form of Exhibit 2.9(a)(v), duly 2.5(a)(v) executed by Sellers (the “Registration Rights Agreement”"TAX PROCEDURES AGREEMENT");. (vib) counterpart signature pages Buyer will deliver to Sellers: (i) the consulting agreements, Base Purchase Price consisting of (A) $725,000,000 in substantially the form amounts set forth opposite the names of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (viiSellers in Part 2.5(b)(i) evidence of the grant of an easement from the Shareholders Sellers Disclosure Schedule (by Wire Transfer pursuant to Windber Associates for that portion instructions delivered by Sellers' Representative to Buyer not less than five (5) business days prior to Closing); (B) surrender of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at Earn▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ey or delivery of $25,000,000 in lieu thereof as provided in Section 2.3; (C) payment of the sum of $35,000,000 to the First Escrow Agent (by Wire Transfer pursuant to instructions delivered by the First Escrow Agent to Buyer not less than five (5) business days prior to Closing); (D) payment of the sum of $65,000,000 to the Second Escrow Agent (by Wire Transfer pursuant to instructions delivered by the Second Escrow Agent to Buyer not less than five (5) business days prior to Closing) and an amendment to such Lease including such easement(E) payment of the Estimated Adjustment Amount; (viiiii) a certificate substantially in the form of Exhibit 2.5(b)(ii) executed by Buyer (the "BUYER'S CERTIFICATE"); and (iii) a counterpart signature page to a letter agreementof the Tax Procedures Agreement executed by Buyer. (c) Buyer and Sellers' Representative will enter into escrow agreements, substantially in the form of Exhibit 2.5(c)-1 (the "FIRST ESCROW AGREEMENT") with the escrow agent designated therein (the "First Escrow Agent") and substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay substantially in the Pay-Off Amounts to Pomroys Leasing, LP within ninetyform of Exhibit 2.5

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Sellers shall deliver, or caused will deliver to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):NAI: (i) one ▇▇▇▇ of sale certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for each of K Defense, KII and K Industries transfer to NAI; (ii) releases in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property A attached hereto and executed by each Seller (collectively, the “Bills of SaleSellers’ Releases”), duly executed by the applicable Seller; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements an employment agreement in substantially the form of Exhibit 2.9(a)(iii), duly B attached hereto executed by each Shareholder ▇▇▇▇ ▇▇▇▇▇▇ (the “Non-Competition AgreementsEmployment Agreement”); (iv) a counterpart signature page to an escrow agreement noncompetition agreements in substantially the form of Exhibit 2.9(a)(iv), duly C attached hereto executed by each Seller other than ▇▇▇▇▇▇ (collectively, the “Escrow AgreementNoncompetition Agreements”); (v) executed resignations of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as a counterpart signature page Director, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as a Director, Lincoln Fish as a Director, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as a Director, ▇▇▇ ▇▇▇▇▇ as Chief Financial Officer and Secretary, and ▇▇▇▇ ▇▇▇▇▇▇ as Director and Chief Executive Officer (but not as President) of RHL, with the resignations to a registration rights agreement in substantially take effect upon the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”)Closing; (vi) counterpart signature pages to the consulting agreementsone or more lock-up agreements executed by Sellers, substantially in substantially the form attached hereto as Exhibit D, covering the shares of Exhibit 2.9(a)(vi)NAI Stock to be issued to Sellers (collectively, duly executed by the respective Shareholder (the “Consulting Lock-Up Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used representation letters in the Business that encroaches on form attached hereto as Exhibit E, executed by each Seller; (viii) the real property Escrow Agreement in the form attached hereto as Exhibit F, executed by each Seller; (ix) an opinion of sellers’ counsel in the Shareholders adjacent to form attached hereto as Exhibit G; (x) copies of resolutions of RHL’s Board of Directors, certified by the Leased Real Property located at Secretary of RHL, appointing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ as directors of RHL effective upon the Closing; and (xi) a notice of incentive stock option grant and a notice of nonqualified stock option grant (collectively, “Notices of Stock Option Grants”), and a stock option agreement (“Stock Option Agreement”), each executed by ▇▇▇▇ ▇▇▇▇▇▇, representing in the aggregate options to purchase 100,000 shares of NAI common stock under and subject to NAI’s 1999 Omnibus Equity Incentive Plan at an exercise price equal to One Hundred Ten Percent (110%) of the last reported sale price as reported by the Nasdaq Stock Market on December 2, 2005, each with a term of five years, and each with vesting conditions precedent such that only 34% of the total number of shares underlying the option become vested and capable of being purchased upon exercise of the option on or after the first anniversary of the date of grant, an additional 33% of such shares may only become vested and capable of being purchased upon exercise of the option on or after the second anniversary of the date of grant, and the final 33% of such shares may become vested and capable of being purchased upon exercise of the option only on or after the third anniversary of the date of grant, and otherwise as set forth in such Notices of Stock Option Grants and Stock Option Agreement, each in the form attached hereto as Exhibits H and I, respectively. (b) NAI will deliver: (i) an aggregate amount equal to Four Million Eight Hundred Eight Thousand Two Hundred Forty Six and No/100 Dollars ($4,808,246), in U.S. dollars, which amount shall be delivered to Sellers by wire transfer in accordance with wire instructions provided by Sellers, respectively, as follows: Two Million Forty Three Thousand Five Hundred Fourteen and No/100 Dollars ($2,043,514) to ▇▇▇▇▇▇; Four Hundred Eighty Thousand Seven Hundred Ninety One and No/100 Dollars ($480,791) to Fish; Four Hundred Eighty Thousand Eight Hundred Forty Nine and No/100 Dollars ($480,849) to ▇▇▇▇▇; and One Million Eight Hundred Three Thousand Ninety Two and No/100 Dollars ($1,803,092) to ▇▇▇▇▇▇; (ii) the sum of One Million Dollars ($1,000,000) to the Escrow Agent referred to in Section 2.4(c) by wire transfer; (iii) facsimile copies of certificates representing shares of NAI Stock to the Sellers as follows: Two Hundred Sixteen Thousand Seven Hundred Fifty One (216,751) shares registered in the name of ▇▇▇▇▇▇; Fifty Thousand Nine Hundred Ninety Six (50,996) shares registered in the name of Fish; Fifty One Thousand Three (51,003) shares registered in the name of ▇▇▇▇▇; and One Hundred Ninety One Thousand Two Hundred Fifty (191,250) shares registered in the name of ▇▇▇▇▇▇. Original copies of such certificates shall be delivered to Sellers, as applicable, within five (5) business days after Closing; (iv) the Employment Agreement, executed by NAI; (v) the Lock-Up Agreements, executed by NAI; (vi) the Escrow Agreement, executed by NAI; (vii) the Notices of Stock Option Grants and Stock Option Agreement, each executed by NAI; and (viii) an amount equal to the aggregate outstanding principal balances, plus accrued and unpaid interest thereon, of RHL’s four (4) outstanding lines of credit, which outstanding balances and accrued interest shall, at Closing, be equal to $357,754.12 payable on the line of credit with ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇$93,921.14 payable on the line of credit with ▇▇▇▇▇ Fargo, $43,676.07 payable on the line of credit with California Bank & Trust, and $94,438.72 payable on the line of credit with Bank of America, and which amounts shall be delivered by wire transfer to the applicable lenders in accordance with wire instructions provided by Sellers. (c) NAI and Sellers will enter into an escrow agreement in the form of Exhibit F attached hereto (“Escrow Agreement”) with ▇▇▇▇▇ and an amendment to such Lease including such easement;Fargo Bank (“Escrow Agent”). (viiid) NAI acknowledges and understands that the Board of Directors of RHL has declared a counterpart signature page one-time cash dividend to a letter agreementthe shareholders of record on December 2, 2005, in form the aggregate amount of Seven Hundred Fifty Thousand and substance mutually agreeable to Pomroys Leasingno/100 Dollars ($750,000). Such dividend shall be payable at the Closing from RHL’s available cash, LP and Buyersprovided at such time such distribution is permissible in accordance with Chapter 5 of the California Corporations Code and, pursuant to which (A) Buyers shall covenant to pay except as disclosed in Sellers’ Disclosure Schedules, would otherwise not result in an event of default under the Pay-Off Amounts to Pomroys Leasing, LP within ninetyterms of any Indebtedness.

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Sellers shall deliver, or caused The Shareholder will deliver to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):TGI: (i) one ▇▇▇▇ certificates representing his shares of sale for each of K Defense, KII and K Industries in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”)Company Common Stock, duly endorsed for transfer to TGI (or accompanied by duly executed by the applicable Sellerstock powers); (ii) a counterpart signature page to an assignment of all releases and resignations from the officers and directors of the Assets that are intangible personal property in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”), Company duly executed by each Sellersuch parties; (iii) counterpart signature pages to non-competition agreements a noncompetition agreement in substantially the form of Exhibit 2.9(a)(iii), duly "B," executed by each the Shareholder (the “Non-Competition Agreements”"Noncompetition Agreement"); (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly "C," executed by each Seller the Shareholder (the “"Escrow Agreement”"); (v) a counterpart signature page to a registration rights an employment agreement in substantially the form of Exhibit 2.9(a)(v), duly "D," executed by Sellers the Shareholder (the “Registration Rights "Employment Agreement”"); (vi) counterpart signature pages a subscription agreement for the shares of TGI Common Stock to be issued in the consulting agreements, Merger in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder "E" (the “Consulting Agreements”"Subscription Agreement"); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used a promissory note in the Business that encroaches on amount of $200,000 in the real property form of Exhibit "F," executed by the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇Shareholder, guaranteed by ▇▇▇▇▇▇ ▇▇▇▇▇, . ▇▇▇▇▇▇▇, and secured by a pledge of the TGI Common Stock issued to the Shareholder in connection herewith (the "Shareholder's Promissory Note") in consideration of a loan by TGI to the Shareholder in the amount of $200,000; and (viii) an unconditional guarantee (the "Guarantee") of the $300,000 Promissory Note of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and an amendment to such Lease including such easementTGI in a form to be agreed upon. (b) TGI will deliver to the Shareholder: (i) a share certificate representing the TGI Common Stock issued in the Merger in the name of the Shareholder; (viiiii) a counterpart signature page to a letter agreement, the Employment Agreement; and (iii) the face amount of the Shareholder's Promissory Note in form and substance mutually agreeable to Pomroys Leasing, LP and Buyers, pursuant to which (A) Buyers shall covenant to pay the Pay-Off Amounts to Pomroys Leasing, LP within ninetycash.

Closing Obligations. Upon the terms contained herein, in In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) Sellers Seller shall deliver, or caused deliver to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers):Buyer: (i) one ▇▇▇▇ of sale stock certificates representing the Shares, dully endorsed in blank or accompanied by stock powers in proper form for each of K Defensetransfer, KII and K Industries in substantially with appropriate transfer tax stamps, if any, affixed, together with funds sufficient to pay all Taxes necessary for the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectivelytransfer, the “Bills of Sale”), duly executed by the applicable Sellerfiling or recording thereof; (ii) a counterpart signature page to an assignment of all of the Assets that are intangible personal property lock-up agreement in substantially the form of Exhibit 2.9(a)(ii), which assignment shall also contain Buyers’ undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”2.5(a)(ii), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements in substantially the form of Exhibit 2.9(a)(iii), duly executed by each Shareholder (the “Non-Competition Agreements”); (iv) a counterpart signature page to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly executed by each Seller (the “Escrow Lock-up Agreement”); (viii) a counterpart signature page to a registration rights an employment agreement in substantially the form of Exhibit 2.9(a)(v), duly executed by Sellers (the “Registration Rights Agreement”); (vi) counterpart signature pages reasonably acceptable to the consulting agreements, in substantially the form of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Buyer, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ ▇▇▇▇▇▇ Employment Agreement”); (iv) an employment agreement in the form reasonably acceptable to ▇▇▇▇ ▇▇▇▇ and Buyer, duly executed by ▇▇▇▇ ▇▇▇▇ (the “▇▇▇▇ ▇▇▇▇ Employment Agreement”); (v) an amendment employment agreement in the form reasonably acceptable to ▇▇▇▇▇▇ ▇▇▇▇▇▇ and Buyer, duly executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ ▇▇▇▇▇▇ Employment Agreement” and together with the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Employment Agreement and ▇▇▇▇ ▇▇▇▇ Employment Agreement, the “Employment Agreements”); (vi) an assignment agreement in the form reasonably acceptable to Seller and Buyer, assigning all of those certain non-disclosure agreements set forth on the schedule attached thereto, duly executed by Seller and the Company; (vii) written resignation letters of all officers and directors of the Company, and of members of all the boards committees, in the form of Exhibit 2.5(a)(vii), duly executed by such Lease including such easementdirectors and officers; (viii) a counterpart signature page certificate executed by Seller and the Company as to the accuracy of their representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing Date in accordance with Section 8.2; (ix) a letter agreementcertificate of the Secretary of each of the Seller and the Company certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller and the Company, certifying and attaching all requisite resolutions or actions of Seller’s and the Company’s board of directors and shareholders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein and certifying to the incumbency and signatures of the officers of Seller and the Company executing this Agreement and any other document relating to the transactions contemplated herein; (x) any and all of the Records of the Company (including, but not limited to, books of account and other financial Records of the Company, the minute books of the Company and other similar Records of the Company); and (xi) such other documents as Buyer and its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in form this Agreement. (b) Buyer shall deliver to Seller: (i) $1,000,000 in cash by wire transfer to an account specified by Seller in a writing delivered to Buyer on the Closing Date; (ii) the Employment Agreements duly executed by Buyer; (iii) the Investment Letter duly executed by Buyer; and (iv) such other documents as Seller and substance mutually agreeable its counsel may reasonably request to Pomroys Leasing, LP demonstrate satisfaction of the conditions and Buyers, pursuant to which (A) Buyers shall covenant to pay compliance with the Pay-Off Amounts to Pomroys Leasing, LP within ninetycovenants set forth in this Agreement.

Closing Obligations. Upon the terms contained herein, in addition to any other documents to be delivered under other provisions of this Agreement, at At the Closing: (a) Sellers the Company and ▇▇▇▇▇ shall deliver, or caused execute and deliver to be delivered, to Buyers (the delivery of any of which may be waived in writing by Buyers): (i) one Buyer a ▇▇▇▇ of sale for each of K Defense, KII and K Industries Sale in substantially the form of Exhibit 2.9(a)(i) covering in the aggregate all of the Assets that are Tangible Personal Property (collectively, the “Bills of Sale”), duly executed by the applicable Seller; (ii) A and a counterpart signature page to an assignment of all of the Assets that are intangible personal property Patent Assignment in substantially the form of Exhibit 2.9(a)(ii)B, which assignment and shall also contain Buyers’ undertaking execute and assumption deliver to the Buyer all such other instruments and documents of conveyance and assignment, as are reasonably requested by the Assumed Liabilities Buyer to vest in the Buyer title to the Assets; (b) the “Buyer, ▇▇▇▇▇ and the Company shall execute and deliver to one another an Assignment and Assumption Agreement”), duly executed by each Seller; (iii) counterpart signature pages to non-competition agreements Agreement in substantially the form of Exhibit 2.9(a)(iii), duly executed by each Shareholder (the “Non-Competition Agreements”)C; (ivc) a counterpart signature page the Company and ▇▇▇▇▇ shall deliver to an escrow agreement in substantially the form of Exhibit 2.9(a)(iv), duly Buyer the Disclosure Letter executed by each Seller (the “Escrow Company and ▇▇▇▇▇ to the Buyer concurrently with the execution and delivery of this Agreement”); (vd) the Company and ▇▇▇▇▇ shall deliver to the Buyer a counterpart signature page to a registration rights agreement in substantially the form of Exhibit 2.9(a)(v), duly certificate executed by Sellers (the “Registration Rights Agreement”)Company and ▇▇▇▇▇ certifying that the Company and ▇▇▇▇▇ have satisfied all conditions set forth in Section 6 of this Agreement which have not been waived by Buyer; (vie) counterpart signature pages the Company shall deliver to the consulting agreements, in substantially the form Buyer an opinion of Exhibit 2.9(a)(vi), duly executed by the respective Shareholder (the “Consulting Agreements”); (vii) evidence of the grant of an easement from the Shareholders to Windber Associates for that portion of the parking lot used in the Business that encroaches on the real property of the Shareholders adjacent to the Leased Real Property located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and an amendment to such Lease including such easementLLP, dated as of the Closing Date, in the form of Exhibit D attached hereto; (viiif) the Buyer shall deliver to the Company a counterpart signature page certificate executed by the Buyer certifying that the Buyer has satisfied all conditions set forth in Section 5 of this Agreement; (g) the Buyer shall deliver to ▇▇▇▇▇ and the Company a letter agreement, Release and Covenant Not to ▇▇▇ in substantially the form and substance mutually agreeable of Exhibit E attached hereto; and (h) the Buyer shall deliver to Pomroys Leasing, LP and Buyers, pursuant the Company the Purchase Price by wire transfer to which (A) Buyers shall covenant to pay an account or accounts specified by the Pay-Off Amounts to Pomroys Leasing, LP within ninetyCompany.