Sys Sample Contracts

Sys – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Kratos Defense & Security Solutions, Inc., a Delaware corporation; White & Shadow, Inc., a California corporation; and SYS, a California corporation Dated as of February 20, 2008 (February 22nd, 2008)

This Agreement and Plan of Merger and Reorganization (“Agreement”) is made and entered into as of February 20, 2008, by and among:  Kratos Defense & Security Solutions, Inc, a Delaware corporation (“Parent”); White Shadow, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and SYS, a California corporation (the “Company”).  Capitalized terms used in this Agreement are defined in Exhibit A.

Sys – VOTING AGREEMENT (February 22nd, 2008)

This Voting Agreement (“Agreement”) is made and entered into as of February 20, 2008, by and between SYS, a California corporation (“Company”), and the undersigned Stockholder (“Stockholder”) of Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Parent”).  Certain capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

Sys – SYS TECHNOLOGIES ANNOUNCES EXECUTION OF MERGER AGREEMENT WITH SAN DIEGO-BASED DEFENSE AND SECURITY SOLUTIONS PROVIDER KRATOS DEFENSE & SECURITY SOLUTIONS, INC. Merger Significantly Broadens Combined Company’s Service Offerings in Department of Defense, Command and Control, Public Safety and Security Businesses (February 22nd, 2008)

SAN DIEGO, CA – February 21, 2008 – SYS Technologies, Inc. (“SYS”) (AMEX: SYS), a leading provider of information connectivity solutions that enable situational awareness and real-time collaboration, announced today that it has entered into a definitive merger agreement with Kratos Defense & Security Solutions, Inc. (“Kratos”) (Nasdaq: KTOS), a leading national defense and security solutions provider, in an all-stock transaction. Under the terms of the agreement, SYS will become a wholly owned subsidiary of Kratos and all of SYS’ outstanding common shares will be converted into Kratos common shares.

Sys – VOTING AGREEMENT (February 22nd, 2008)

This Voting Agreement (“Agreement”) is made and entered into as of February 20, 2008, by and between Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Parent”) and, the undersigned shareholder (“Shareholder”) of SYS, a California corporation (the “Company”).  Certain capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

Sys – VOTING AGREEMENT (February 22nd, 2008)

This Voting Agreement (“Agreement”) is made and entered into as of February 20, 2008, by and between SYS, a California corporation (“Company”), and the undersigned Stockholder (“Stockholder”) of Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Parent”).  Certain capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

Sys – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: Kratos Defense & Security Solutions, Inc., a Delaware corporation; White & Shadow, Inc., a California corporation; and SYS, a California corporation Dated as of February 20, 2008 (February 22nd, 2008)

This Agreement and Plan of Merger and Reorganization (“Agreement”) is made and entered into as of February 20, 2008, by and among:  Kratos Defense & Security Solutions, Inc, a Delaware corporation (“Parent”); White Shadow, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and SYS, a California corporation (the “Company”).  Capitalized terms used in this Agreement are defined in Exhibit A.

Sys – VOTING AGREEMENT (February 22nd, 2008)

This Voting Agreement (“Agreement”) is made and entered into as of February 20, 2008, by and between Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Parent”) and, the undersigned shareholder (“Shareholder”) of SYS, a California corporation (the “Company”).  Certain capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

Sys – 2007 RESTATEMENT OF SYS TECHNOLOGIES 401(k) PLAN (November 13th, 2007)
Sys – EMPLOYMENT AGREEMENT (November 13th, 2007)

This EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2007, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Cliff Cooke,  (“Employee”), collectively the “Parties.”  The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – CONDENSED BALANCE SHEETS SEPTEMBER 29, 2006 and DECEMBER 31, 2005 (UNAUDITED) (In thousands) September 29, December 31, ASSETS CURRENT ASSETS: Cash and cash equivalents $ 955 $ 1,348 Accounts receivable trade, net of allowance for doubtful accounts of $16 and $6, respectively 1,802 511 Prepaid expenses and other current assets 82 52 Total current assets 2,839 1,911 PROPERTY AND EQUIPMENT—Net 149 156 TOTAL $ 2,988 $ 2,067 LIABILITIES AND SHAREHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts payable 43 131 Accrued expenses and other liabilities 458 687 Note payable—current 43 43 Deferred revenue—c (December 22nd, 2006)

LIQUIDATION CONVERTIBLE PREFERRED STOCK—Series C redeemable convertible preferred stock, par value $0.001—14,183,403 shares authorized, issued, and outstanding at December 31, 2005 and 2004; liquidation preference, $0.71 per share, $10,000 in the aggregate

Sys – Pro Forma Financial Statements (December 22nd, 2006)

On October 17, 2006, SYS (the Company) acquired all the outstanding common stock of Ai Metrix in a stock transaction for approximately $6.5 million, inclusive of approximately $0.4 million of transaction costs. The Company will include the financial results of Ai Metrix in its consolidated financial statements beginning October 17, 2006. Ai Metrix is a Reston, Virginia-based provider of innovative network management solutions. The merger furthers one of SYS’s goals of broadening its customer base for both commercial and governmental entities as well as broadening its existing product base.

Sys – Ai Metrix, Inc. Financial Statements for the Years Ended December 31, 2005 and 2004, and Independent Auditors’ Report (December 22nd, 2006)

We have audited the accompanying balance sheets of Ai Metrix, Inc. (the “Company”) as of December 31, 2005 and 2004, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

Sys – EMPLOYMENT AGREEMENT (November 13th, 2006)

This EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2006, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Ben Goodwin, (“Employee”), collectively the “Parties.” The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (November 13th, 2006)

This EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2006, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Ken Regan, (“Employee”), collectively the “Parties.” The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (November 13th, 2006)

This EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2006, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Ed Lake, (“Employee”), collectively the “Parties.” The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (November 13th, 2006)

This EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2006, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Mike Fink, (“Employee”), collectively the “Parties.” The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (November 13th, 2006)

This EMPLOYMENT AGREEMENT (“Agreement”), effective July 1, 2006, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Cliff Cooke, (“Employee”), collectively the “Parties.” The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – AGREEMENT AND PLAN OF MERGER BY AND AMONG SYS, SHADOW IV, INC., AI METRIX, INC., THE MAJORITY STOCKHOLDERS, SOLELY FOR PURPOSES OF SECTIONS 4.32, 5.2(c) AND 5.3(d) AND ARTICLES VII, IX AND X AND VICTOR E. PARKER, AS THE STOCKHOLDER REPRESENTATIVE Dated as of October 17, 2006 (October 18th, 2006)
Sys – STOCK PURCHASE AGREEMENT BY AND BETWEEN SYS AND THE SOLE STOCKHOLDER OF REALITY BASED IT SERVICES, LTD. APRIL 2, 2006 (April 6th, 2006)
Sys – EXHIBIT A FORM OF NOTE FOR SINGLE UNIT INVESTMENT (February 17th, 2006)

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SYS THAT SUCH REGISTRATION IS NOT REQUIRED.

Sys – Subordination Agreement (February 17th, 2006)

SYS (“Borrower”) is indebted to the undersigned (“Creditor”) in the principal sum of [____________] Dollars ($[____________]) evidenced by a promissory note which indebtedness is unsecured and Creditor is or may become financially interested in Borrower and desires to aid Borrower in obtaining or having continued financial accommodations, whether by way of loan, commitment to loan, discounting of instruments, extensions of credit or the obtaining of any other financial aid from Comerica Bank (“Bank”).

Sys – SYS SUBSCRIPTION AGREEMENT (February 17th, 2006)
Sys – RESTRICTED STOCK PURCHASE AGREEMENT (August 18th, 2005)

This Restricted Stock Purchase Agreement ("Agreement") is entered into as of August 16, 2005, by and between SYS, a California corporation (SYS or the "Company") and Ben Goodwin (the "Purchaser").

Sys – Contract (June 3rd, 2005)

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY AN OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Sys – REGISTRATION RIGHTS AGREEMENT (June 3rd, 2005)

This Registration Rights Agreement (this "Agreement") is made and entered into as of May 27, 2005, by and among SYS, a California corporation (the "Company"), and the investors signatory hereto (each a "Investor" and collectively, the "Investors").

Sys – SECURITIES PURCHASE AGREEMENT (June 3rd, 2005)

This Securities Purchase Agreement (this "Agreement") is dated as of May 27, 2005, among SYS, a California corporation (the "Company"), and the investors identified on the signature pages hereto (each, an "Investor" and collectively, the "Investors").

Sys – Report of Independent Registered Public Accounting Firm (March 23rd, 2005)

We have audited the accompanying balance sheets of Xsilogy, Inc. (the"Company") as of December 15, 2004 and December 31, 2003, and the related statements of operations, stockholders' deficit, and cash flows for the period from January 1, 2004 through December 15, 2004 and the year ended December 31, 2003.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

Sys – Increases Revenues and Further Expands Business Capabilities in Homeland Security and Public Safety Markets SAN DIEGO--(BUSINESS WIRE)--Jan. 7, 2005-- SYS Technologies, (AMEX: SYS - News), a provider of engineering, management and information technology consulting services and solutions to commercial and U.S. government customers, announced today that it has acquired all of the outstanding stock of privately held Antin Engineering of San Diego, CA. for approximately $2.6 million in cash and SYS stock. Antin provides information technology, C4ISR, and technical support services covering systems (January 11th, 2005)

SAN DIEGO--(BUSINESS WIRE)--Jan. 7, 2005--SYS Technologies, (AMEX: SYS - News), a provider of engineering, management and information technology consulting services and solutions to commercial and U.S. government customers, announced today that it has acquired all of the outstanding stock of privately held Antin Engineering of San Diego, CA. for approximately $2.6 million in cash and SYS stock.

Sys – --Expands Markets Outside of the DOD-- --Offers Intellectual Property and Systems Capabilities to Existing Customers-- SAN DIEGO, CA, December 16, 2004 - SYS Technologies, Inc. ("SYS") (OTCBB: SYYS), a provider of engineering, management and information technology consulting services and solutions, today announced that it has acquired the assets of Xsilogy, Inc. ("Xsilogy"), a provider of wireless sensor network technologies and applications. Xsilogy, a privately held, San Diego-based company, develops and markets low-cost wireless sensor modules, infrastructure products and software for creat (December 30th, 2004)

SAN DIEGO, CA, December 16, 2004 - SYS Technologies, Inc. ("SYS") (OTCBB: SYYS), a provider of engineering, management and information technology consulting services and solutions, today announced that it has acquired the assets of Xsilogy, Inc. ("Xsilogy"), a provider of wireless sensor network technologies and applications. Xsilogy, a privately held, San Diego-based company, develops and markets low-cost wireless sensor modules, infrastructure products and software for creating, deploying and managing large machine-to-machine ("M2M") networks in industrial applications. Xsilogy's customers and partners include Ashland, Motorola and Royal Dutch/Shell among others. Terms of the acquisition were not disclosed.

Sys – EMPLOYMENT AGREEMENT (September 29th, 2004)

This EMPLOYMENT AGREEMENT (“Agreement”), effective August 24, 2004, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Rob Holmes,  (“Employee”), collectively the “Parties.”  The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (September 29th, 2004)

This EMPLOYMENT AGREEMENT (“Agreement”), effective August 24, 2004, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Linda Gagnon,  (“Employee”), collectively the “Parties.”  The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (September 29th, 2004)

This EMPLOYMENT AGREEMENT (“Agreement”), effective August 24, 2004, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Rob Babbush,  (“Employee”), collectively the “Parties.”  The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (September 29th, 2004)

This EMPLOYMENT AGREEMENT (“Agreement”), effective August 24, 2004, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Colin Hirayama,  (“Employee”), collectively the “Parties.”  The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (September 29th, 2004)

This EMPLOYMENT AGREEMENT (“Agreement”), effective August 24, 2004, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Cliff Cooke,  (“Employee”), collectively the “Parties.”  The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.

Sys – EMPLOYMENT AGREEMENT (September 29th, 2004)

This EMPLOYMENT AGREEMENT (“Agreement”), effective August 24, 2004, is entered into by and between SYS Technologies, a California corporation, with its principal office at 5050 Murphy Canyon Road, Suite 200, San Diego, California 92123 (“Company”), and Mike Fink,  (“Employee”), collectively the “Parties.”  The Parties hereto desire to enter into an employment arrangement and in order to accomplish that purpose and in consideration of the terms, covenants and conditions hereinafter set forth, the Parties hereby enter into this Agreement.