Form 8-K

8-K — Rank One Computing Corp

Accession: 0001213900-26-071294

Filed: 2026-06-24

Period: 2026-06-23

CIK: 0002077709

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0295619-8k_rankone.htm (Primary)

EX-2.1 — PURCHASE AGREEMENT, DATED JUNE 23, 2026, BY AND AMONG RANK ONE COMPUTING CORPORATION, ZTC HOLDCO, INC., ANTHONY J. ZUCCARO, EMILY J. SVERCHEK, AND ZUCCARO TECHNICAL CONSULTING LLC (ea029561901ex2-1.htm)

EX-99.1 — PRESS RELEASE OF RANK ONE COMPUTING CORPORATION, DATED JUNE 23, 2026 (ea029561901ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0295619-8k_rankone.htm · Sequence: 1

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0002077709

2026-06-23

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

June 23, 2026

RANK ONE COMPUTING CORPORATION

(Exact name of registrant as specified in its

charter)

Colorado

001-43137

47-3970528

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1290 Broadway, Suite 1200, Denver, Colorado

80203

(Address of principal executive offices, including

zip code)

(303) 317-6118

(Registrant’s telephone number, including area

code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.01 par value per share

ROC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2026, Rank One Computing Corporation

(the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Company, ZTC Holdco,

Inc. (the “Seller”), Anthony J. Zuccaro, Emily J. Sverchek, and Zuccaro Technical Consulting LLC (“ZTC”), pursuant

to which the Company has agreed to acquire 100% of the issued and outstanding equity interests of ZTC (the “Acquisition”).

Consideration. The aggregate consideration

payable to the Seller consists of: (i) a cash payment at closing of $500,000, subject to reduction for ZTC’s indebtedness and transaction

expenses and potential adjustment based on ZTC’s closing net working capital; (ii) $2,500,000 in shares of restricted common stock

of the Company (the “Restricted Shares”), with $875,000 of Restricted Shares vesting at closing, $1,125,000 of Restricted

Shares vesting on the first anniversary of closing, and the remaining $500,000 of Restricted Shares vesting over the next eight quarters

until the third anniversary of closing; and (iii) revenue share payments equal to 15% of ROC Evidence Advanced Revenue (as defined in

the Purchase Agreement) for each fiscal quarter during the seven-year revenue share term, subject to an aggregate cap of $7,000,000. In

addition, and separate from the purchase price, the Company has committed to grant up to $500,000 in retention restricted stock units

to continuing employees of ZTC, vesting over five years.

Conditions to Closing. The closing of the Acquisition is subject

to satisfaction or waiver of customary conditions, including: (i) the accuracy of representations and warranties of the parties; (ii)

the receipt of required regulatory approvals and other third-party consents; and (iii) execution of employment agreements with key personnel

and proprietary information and invention assignment agreements with employees. The closing is also subject to the completion of an audit

of ZTC’s 2024 and 2025 annual financial statements. There can be no assurance that the Acquisition will be consummated.

The foregoing description of the Purchase Agreement does not purport

to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement filed as Exhibit 2.1 to this Current

Report on Form 8-K, which is incorporated herein by reference.

The Purchase Agreement has been filed to provide

investors and security holders with information regarding its terms. It is not intended to provide any other factual information about

the Company, ZTC, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Purchase

Agreement were made only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the

Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure

schedules; and may apply standards of materiality in ways that differ from what investors and security holders may view as material. Accordingly,

the Purchase Agreement should not be read alone, but instead should be read together with the information about the Company that the Company

includes in or incorporates by reference into its periodic reports and other filings made with the Securities and Exchange Commission.

Item 7.01. Regulation FD Disclosure.

On June 24, 2026, Rank One issued a press release

announcing its entry into the Purchase Agreement described in item 1.01 of this Current Report on Form 8-K. A copy of the press release

is furnished as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

2.1

Purchase Agreement, dated June 23, 2026, by and among Rank One Computing Corporation, ZTC Holdco, Inc., Anthony J. Zuccaro, Emily J. Sverchek, and Zuccaro Technical Consulting LLC.*

99.1

Press Release of Rank One Computing Corporation, dated June 24, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits to this agreement have been

omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or

exhibit to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RANK ONE COMPUTING CORPORATION

Date: June 24, 2026

By:

/s/ B. Scott Swann

Name:

B. Scott Swann

Title:

Chief Executive Officer

EX-2.1 — PURCHASE AGREEMENT, DATED JUNE 23, 2026, BY AND AMONG RANK ONE COMPUTING CORPORATION, ZTC HOLDCO, INC., ANTHONY J. ZUCCARO, EMILY J. SVERCHEK, AND ZUCCARO TECHNICAL CONSULTING LLC

EX-2.1

Filename: ea029561901ex2-1.htm · Sequence: 2

Exhibit 2.1

PURCHASE AGREEMENT

by and among

RANK ONE COMPUTING CORPORATION,

ZTC HOLDCO, INC.,

ANTHONY J. ZUCCARO,

EMILY J. SVERCHEK,

and

ZUCCARO TECHNICAL CONSULTING LLC

Dated as of June 23, 2026

Table

of Contents

Page

ARTICLE I DEFINITIONS

Section 1.1

Definitions Generally

ARTICLE II THE TRANSACTION

Section 2.1

Purchase

Section 2.2

Consideration

Section 2.3

Estimated Closing Statement

Section 2.4

Closing

Section 2.5

Deliveries by the Seller Parties

Section 2.6

Deliveries by Buyer

Section 2.7

Preparation of Draft Adjustment Statement.

Section 2.8

Purchase Price Adjustment

Section 2.9

Restricted Stock Consideration

Section 2.10

Revenue Share Payments

Section 2.11

Withholding

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES WITH RESPECT TO THE SELLER PARTIES AND THE COMPANY

Section 3.1

Organization and Qualification

Section 3.2

Authorization

Section 3.3

Binding Effect

Section 3.4

Regulatory Approvals and Consents

Section 3.5

Non-Contravention

Section 3.6

Assets; Capitalization; Equity Interests

Section 3.7

Financial Matters

Section 3.8

Litigation and Claims

Section 3.9

Compliance with Law; Regulatory Matters

Section 3.10

Intellectual Property; Data Privacy and Security

Section 3.11

Employee Benefits

Section 3.12

Employment Matters

Section 3.13

Material Contracts

Section 3.14

Real Property

Section 3.15

Taxes

Section 3.16

Insurance

Section 3.17

Finders’ Fees

Section 3.18

Absence of Certain Changes or Events

Section 3.19

Environmental Matters

Section 3.20

Permits and Licenses

Section 3.21

Related Party Transactions

Section 3.22

Customers and Suppliers

Section 3.23

Bank Accounts

Section 3.24

Warranty

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER

Section 4.1

Organization and Qualification

Section 4.2

Authorization

Section 4.3

Binding Effect

Section 4.4

Non-Contravention

Section 4.5

Litigation

Section 4.6

Investment

Section 4.7

Sufficiency of Funds

Section 4.8

FCL Readiness

Section 4.9

Finder’s Fees

ARTICLE V COVENANTS

Section 5.1

Public Disclosure; Further Cooperation

Section 5.2

Release

Section 5.3

Indemnification

Section 5.4

Pre-Closing Covenants

Section 5.5

Preparation of Financial Statements

Section 5.6

Employment Matters

Section 5.7

Notify DCSA of Change of Control

ARTICLE VI TAX MATTERS

Section 6.1

Transfer Taxes

Section 6.2

Assistance and Cooperation

Section 6.3

Adjustment to Purchase Price

Section 6.4

Maintenance of Books and Records

Section 6.5

Straddle Period Taxes

Section 6.6

Tax Sharing Agreements and Powers of Attorney

Section 6.7

Tax Treatment and Purchase Price Allocation

Section 6.8

Tax Returns

Section 6.9

Tax Contests

Section 6.10

Refunds

Section 6.11

Certain Limitations

Section 6.12

Tax Treatment of Restricted Stock Consideration

Section 6.13

Tax Treatment of Revenue Share Payments

ARTICLE VII CONDITIONS PRECEDENT

Section 7.1

Conditions to Obligation of Buyer

Section 7.2

Conditions to Obligation of the Seller Parties

ARTICLE VIII TERMINATION AND ABANDONMENT

Section 8.1

Methods of Termination

Section 8.2

Procedures upon Termination

ARTICLE IX MISCELLANEOUS

Section 9.1

Notices

Section 9.2

Amendment; Waiver

Section 9.3

No Assignment or Benefit to Third Parties

Section 9.4

Entire Agreement; Inconsistency

Section 9.5

Expenses

Section 9.6

Disclosure Schedules

Section 9.7

Governing Law; Submission to Jurisdiction; Selection of Forum

Section 9.8

Waiver of Jury Trial

Section 9.9

Counterparts

Section 9.10

Headings

Section 9.11

Severability

Section 9.12

Specific Performance

Section 9.13

Interpretation

APPENDICES, EXHIBITS AND SCHEDULES

Appendix A

–

Definitions

Exhibit A

–

Purchased Securities

Exhibit B

–

Restricted Stock Agreement

Exhibit C

–

Restrictive Covenant Agreement

Exhibit D-1

–

Zuccaro Employment Agreement

Exhibit D-2

–

Sverchek Employment Agreement

Exhibit E

–

Allocation Methodology

Exhibit F

–

Net Working Capital Principles

Annex I

–

Net Working Capital Illustrative Example

Disclosure Schedules

Schedule 2.5(e) - Creditors

Schedule 2.5(k) - Offer Letters

Schedule 5.3(a)(v) - Special Indemnities

iii

This PURCHASE AGREEMENT is dated as of June 23, 2026 (this “Agreement”)

by and among Rank One Computing Corporation, a Colorado corporation (“Buyer”), Zuccaro Technical Consulting LLC, a

Maryland limited liability company (the “Company”), ZTC Holdco, Inc., a Maryland corporation (the “Seller”),

Anthony J. Zuccaro (“Zuccaro”) and Emily J. Sverchek (“Sverchek” and, together with Zuccaro, the

“Owners”, and the Owners collectively with the Seller, the “Seller Parties”, and each, a “Seller

Party”). Buyer, the Company, and the Seller Parties may be referred to herein individually as a “party” and

collectively as the “parties.”

WHEREAS, the Company is in the business of providing digital evidence,

federal digital forensics, data exploitation, and related engineering and technical consulting services (the “Business”);

WHEREAS, prior to Closing (as defined herein), the Seller, the Owners

and the Company consummated a reorganization of the Company, through the transactions described in this recital (collectively, the “Reorganization”):

(i) the Owners caused the incorporation of the Seller by filing the Articles of Incorporation of the Seller with the Secretary of State

of the State of Maryland; (ii) on June 18, 2026, the Owners contributed all of the Owners’ issued and outstanding equity interests

of the Company to the Seller in exchange for all of the common shares of capital stock of the Seller (the “Contribution”);

(iii) effective as of the date of the Contribution, the Seller elected for the Company to be treated as a qualified subchapter S subsidiary

of the Seller (the “Qsub Election”) under the Code and the Treasury Regulations; and (iv) effective on June 19, 2026,

the Company elected to be classified as a disregarded entity under Treasury Regulation Section 301.7701-3 (the “CTB Election”).

The transactions contemplated by clauses (i) through (iii) are intended to be treated as an “F” reorganization pursuant to

Section 368(a)(1)(F) of the Code;

WHEREAS, following the Reorganization and as of the date hereof and

the Closing Date:(i) the Seller owns 100% of the issued and outstanding equity interests of the Company; (ii) Zuccaro owns 65% of the

issued and outstanding equity interests of the Seller: and (iii) Sverchek owns 35% of the issued and outstanding equity interests of the

Seller; and

WHEREAS, on the terms set forth herein, the Seller wishes to sell,

transfer, convey and assign to Buyer, and Buyer wishes to buy, acquire, accept and assume from the Seller, the Purchased Securities.

NOW, THEREFORE, in consideration of the premises and the mutual representations,

warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE

DEFINITIONS

Section 1.1 Definitions

Generally. Capitalized terms used but not otherwise defined in this Agreement, the Disclosure Schedules, and the exhibits shall have

the meanings assigned to them in Appendix A to this Agreement.

ARTICLE

THE TRANSACTION

Section 2.1 Purchase.

On the terms set forth in this Agreement, at the Closing, the Seller shall sell, transfer, convey and assign to Buyer, and Buyer shall

purchase, acquire, accept and assume from the Seller, the Seller’s entire right, title and interest in and to the equity interests

of the Company set forth in Exhibit A (the “Purchased Securities”), free and clear of all Liens.

Section 2.2 Consideration.

The aggregate consideration that Buyer shall pay or issue to the Seller at the Closing for the Purchased Securities, the obligations

of the Seller Parties and the Restrictive Covenant Agreements, and other rights of Buyer hereunder and thereunder shall be (i) a cash

payment (the “Closing Cash Payment”) equal to the sum of (a) $500,000, minus (b) the Estimated Closing Indebtedness,

minus (c) the Estimated Closing Transaction Expenses, plus (d) an amount (whether such amount is a positive or negative

number) equal to (I) Estimated Net Working Capital minus (II) the Working Capital Target, and (ii) $2,500,000 in restricted common

stock of Buyer (“Restricted Stock Consideration”) issued to the Seller in accordance with Section 2.9.

Section 2.3 Estimated

Closing Statement. No later than three Business Days, but no earlier than 10 Business Days, before the Closing, the Seller shall

prepare and deliver, or cause the Company to prepare and deliver, to Buyer a written statement (the “Estimated Closing Statement”),

signed by the Seller, which contains and sets forth (a) a balance sheet of the Company containing amounts estimated in good faith as

of the Effective Time (the “Estimated Closing Balance Sheet”), and (b) the Seller’s good faith estimates of

(i) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (ii) the Closing Transaction Expenses (the “Estimated

Closing Transaction Expenses”), (iii) the Closing Net Working Capital (the “Estimated Net Working Capital”),

(iv) the Closing Cash (the “Estimated Closing Cash”), and (v) the Closing Adjustment (the “Estimated Closing

Adjustment”), in each case as derived from the Estimated Closing Balance Sheet, and (c) on the basis of the foregoing, a calculation

of the Closing Cash Payment. The Estimated Closing Statement shall be reasonably acceptable to Buyer, and the Seller shall provide Buyer

with such documentation as Buyer reasonably requests in order to confirm the calculations set forth in the Estimated Closing Statement.

Section 2.4 Closing.

Unless this Agreement shall have been terminated or abandoned pursuant to the provisions of Article VIII, the closing of the transactions

contemplated by this Agreement (the “Closing”) shall take place remotely by the electronic exchange of documents no

later than the fifth Business Day following the date in which all of the conditions to Closing contained in Article VII have been

satisfied or waived (in writing by the party with the authority to provide such waiver), other than those conditions which can only be

satisfied at the Closing or such other date that the parties may agree in writing (the “Closing Date”). For accounting

and financial purposes, all transactions contemplated herein shall be deemed to be effective as of 11:59p.m. Eastern

Time on the Closing Date (the “Effective Time”).

Section 2.5 Deliveries

by the Seller Parties. At or prior to the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer the following

(each of which shall be in form and substance reasonably acceptable to Buyer):

(a) a

certificate signed by a duly authorized officer of the Company certifying that the resolutions duly adopted by the Company’s board

of managers and members authorizing the execution, delivery and performance of each Ancillary Agreement to which the Company is a party,

and the consummation of the transactions and obligations contemplated hereby and thereby are in full force and effect and are the only

resolutions relating to the subject matter thereof;

(b) a

certificate signed by a duly authorized officer of the Seller certifying that the resolutions duly adopted by the Seller’s board

of directors authorizing the execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Seller is

a party, and the consummation of the transactions and obligations contemplated hereby and thereby are in full force and effect and are

the only resolutions relating to the subject matter thereof;

properly executed IRS Form W-9 from the Seller and each Owner;

(d) a

membership interest assignment agreement, in form satisfactory to Buyer duly executed by the Seller evidencing the transfer, assignment

and sale of the Purchased Securities;

(e) customary

payoff letters from the applicable creditors set forth on Schedule 2.5(e);

(f) a

certificate of good standing with respect to the Company, issued by the Secretary of State of Maryland, dated as of a date not more than

ten Business Days prior to the Closing Date;

(g) a

Restricted Stock Agreement, entered by and between Buyer and the Seller, in substantially the form attached as Exhibit B (the “Restricted

Stock Agreement”), duly executed by the Seller;

(h) the

Seller’s and the Owners’ duly executed counterpart to the Restrictive Covenant Agreement by and among the Seller, each Owner,

and Buyer, in substantially the form attached as Exhibit C (the “Restrictive Covenant Agreement”);

(i) an

Employment Agreement by and between the Company and Zuccaro, in substantially the form attached as Exhibit D-1 (the “Zuccaro

Employment Agreement”), duly executed by Zuccaro;

(j) an

Employment Agreement by and between the Company and Sverchek, dated as of the Closing Date, in substantially the form attached as Exhibit

D-2 (the “Sverchek Employment Agreement”, and together with the Zuccaro Employment Agreement, the “Owner

Employment Agreements”);

(k) offer

letters by and between the Company and certain key employees of the Company set forth on Schedule 2.5(k) in form and substance

satisfactory to Buyer, duly executed by each such employee;

(l) proprietary

information and invention assignment agreements, in form and substance satisfactory to Buyer (“PIIAs”), executed by

each employee and independent contractor of the Company;

(m) evidence of certificates of insurance or other evidence that the Insurance

Tail Policies have been obtained and are in effect as of the Closing, with Buyer named as an additional insured;

(n) all of the following financial statements and related information:

(i) audited

financial statements of the Company as of and for the calendar years ending December 31, 2024 and December 31, 2025 (collectively, the

“Audited Financial Statements”);

(ii) the

year-to-date period ended as of the most recent calendar quarter ended prior to the Closing Date, together with the comparable year-to-date

period for the immediately preceding calendar year (collectively, the “Interim Financial Statements”), which may be

presented in either complete or condensed form consistent with Rule 8-03 of Regulation S-X.

The Audited Financial Statements

shall:

(i) be

prepared in accordance with accounting principles generally accepted in the United States of America applicable to public business entities

(without giving effect to any private company accounting alternatives within the Accounting Standards Codification) (“GAAP”);

(ii) be

in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”), as required for

inclusion in Buyer’s filings pursuant to Rule 3-05 and Rule 8-04 of Regulation S-X; and

(iii) be

accompanied by an unqualified audit opinion; provided, however, that an unqualified opinion including an explanatory paragraph relating

solely to a going-concern uncertainty in accordance with PCAOB AS 2415 (together with the related required disclosures) shall be deemed

acceptable.

The Interim Financial Statements

shall be prepared in accordance with GAAP, consistently applied, and shall not be required to be audited or reviewed; provided, however,

that Buyer may, at its option and at its sole cost and expense, require Seller to cause the Company’s audit firm to perform a review

of the Interim Financial Statements in accordance with PCAOB AS 4105.

Seller shall, and shall cause

the Company to, provide such additional financial information, schedules, and cooperation as Buyer may reasonably request to enable Buyer

to satisfy its financial obligations under SEC Regulation S-X.

(o) copies

of all consents, authorizations, orders, approvals, filings, and pre-closing notices with respect to governmental and regulatory authorities

required to be disclosed pursuant to Section 3.4 and Section 3.5(c) (collectively, the “Regulatory Approvals”);

(p) evidence

of timely submission of written notification to DCSA of the change in ownership contemplated by this Agreement pursuant to 32 C.F.R. §

117.8, together with any written acknowledgment, confirmation, or non-objection received from DCSA with respect to the continuation of

the Company’s FCL;

(q) copies

of all consents, authorizations, orders, approvals, filings, and pre-closing notices with respect to non-governmental parties required

to be disclosed pursuant to Section 3.4 and Section 3.5(b);

(r) evidence,

reasonably satisfactory to Buyer, that the Reorganization has been completed, including copies of the as-filed Qsub Election and CTB Election

and proof of delivery of such elections to the IRS;

(s) such

other documents or instruments as are required to be delivered at the Closing pursuant to the terms hereof or that Buyer reasonably requests

to effect the transactions contemplated hereby.

Section 2.6 Deliveries

by Buyer. At or prior to the Closing, Buyer shall:

(a) pay,

or cause to be paid, the Closing Cash Payment and distribute to the Seller the Estimated Closing Cash, in each case by wire transfer of

immediately available funds, to the Persons or bank accounts specified in the Estimated Closing Statement;

(b) issue

to the Seller the Restricted Stock Consideration;

or cause to be paid, on behalf of the Company, the amounts in respect of the Estimated Closing Indebtedness to the holders thereof, by

wire transfer of immediately available funds to the Persons or bank accounts specified in the Estimated Closing Statement (other than

amounts for Taxes which shall be deposited with the Company and paid to the applicable Taxing Authority when due), in accordance with

the payoff letters delivered by the Seller in accordance with Section 2.5(e);

(d) pay,

or cause to be paid, on behalf of the Company, the Estimated Closing Transaction Expenses, by wire transfer of immediately available funds

to the Persons or bank accounts specified in the Estimated Closing Statement (other than amounts for Taxes which shall be deposited with

the Company and paid to the applicable Taxing Authority when due); provided, however, to the extent that any Estimated Closing

Transaction Expenses are compensatory, then Buyer shall pay such amounts to the Company for further payment to the applicable service

provider recipients through its payroll system; and

(d) deliver

to the Seller, the Owners or the Company (as applicable), Buyer’s duly executed counterparts to the Restrictive Covenant Agreement,

Restricted Stock Agreement and the Employment Agreements.

Section 2.7 Preparation

of Draft Adjustment Statement.

(a) Within

60 days following the Closing Date, Buyer will deliver to the Seller a written statement (the “Draft Adjustment Statement”),

which contains and sets forth (i) a balance sheet of the Company as of the Effective Time (the “Closing Balance Sheet”),

and (ii) Buyer’s calculations of the actual (a) Closing Indebtedness, (b) Closing Transaction Expenses, (c) Closing Net Working

Capital, (d) Closing Cash, and (e) Closing Adjustment, in each case as of the Effective Time and derived from the Closing Balance Sheet.

The Draft Adjustment Statement, and the Closing Balance Sheet shall (a) be prepared in good faith and in accordance with GAAP on a basis

consistent with the preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement, and (b) except for the Closing

Transaction Expenses, will disregard any and all effects on the assets and Liabilities of the Company as a result of the transactions

contemplated herein. If the amounts set forth in the Draft Adjustment Statement differ from those set forth in the Estimated Closing Statement,

then the Draft Adjustment Statement shall include a statement showing (i) the specific line items in the Closing Net Working Capital,

the Closing Cash, the Closing Indebtedness, the Closing Transaction Expenses, and the Closing Adjustment corresponding to such differences,

(ii) the amount of each such line-item difference, and (iii) in reasonable detail, the factual, contractual or accounting basis for such

differences.

(b) The

Seller will have 30 days to review the Draft Adjustment Statement following receipt of it, and the Seller must notify Buyer in writing

if the Seller has any objections to the Draft Adjustment Statement within such 30-day period, it being agreed and understood that the

Seller can only raise objections based on factual or mathematical errors or based on the Draft Adjustment Statement not being prepared

in accordance with this Agreement. The notice of objection must contain a statement of the basis of each of the Seller’s objections

and each amount in dispute. If the Seller does not deliver written notice to Buyer of any objection within the 30-day period, the Seller

is deemed to have accepted and approved the Draft Adjustment Statement and the Draft Adjustment Statement will be deemed final, conclusive

and binding upon the parties hereto, and will not be subject to appeal. The Draft Adjustment Statement will become the “Final

Adjustment Statement” on the next Business Day following the end of such 30-day period if the Seller does not provide written

notice of an objection.

and the Seller will reasonably cooperate with each other and their respective representatives and agents for purposes of preparing, reviewing

and finalizing the Draft Adjustment Statement.

(d) If

the Seller sends a notice of objection to the Draft Adjustment Statement in accordance with Section 2.7(b), the Seller and Buyer

will work expeditiously and in good faith to resolve such objections within 30 days following receipt of the notice. If the Seller and

Buyer resolve such objections in writing within 30 days following receipt of such notice, the Seller and Buyer will revise the Draft Adjustment

Statement to reflect the final resolution or final determination of such objections within two Business Days following such final resolution

or determination. Such revised Draft Adjustment Statement will be final, conclusive and binding upon the parties hereto, and will not

be subject to appeal. The Draft Adjustment Statement will become the “Final Adjustment Statement” on the next Business

Day following revision in writing of the Draft Adjustment Statement under this Section 2.7(d).

(e) Failing

written resolution of any objection to the Draft Adjustment Statement raised by the Seller in accordance with Section 2.7(d), the

dispute will be submitted for determination to an independent firm of certified public accountants mutually agreed to by Buyer and the

Seller (the “Accounting Firm”). The Accounting Firm, acting as an expert and not as an arbitrator, shall be required

to determine the items in dispute that have been referred to the Accounting Firm, and no other items, as soon as reasonably practicable,

but in any event, not later than 30 Business Days after the date of referral of the dispute to the Accounting Firm. The determination

of the Accounting Firm will be final and binding upon the parties hereto and will not be subject to appeal, and the Draft Adjustment Statement

as determined by the Accounting Firm shall become the “Final Adjustment Statement” on the next Business Day following

such determination.

(f) Buyer,

on the one hand, and the Seller, on the other hand, will each bear their own fees and expenses, including the fees and expenses of their

respective auditors, in preparing or reviewing the Draft Adjustment Statement. In the case of a dispute and the retention of an Accounting

Firm to resolve such dispute, the Accounting Firm shall consider only the disputed matters that were referred to the Accounting Firm and

may not assign a value to any item in dispute greater than the greatest value assigned by Buyer or the Seller or less than the smallest

value for such item assigned by Buyer or the Seller. The fees and expenses of the Accounting Firm shall be allocated based upon the percentage

which the portion of the contested amount not awarded to each of Buyer and the Seller bears to the amount actually contested by the parties

in the written referral to the Accounting Firm. For example, if the Seller submits a notice of disagreement for $1,000, and if Buyer contests

only $500 of the amount claimed by the Seller, and if the Accounting Firm ultimately resolves the dispute by awarding the Seller $300

of the $500, then the costs and expenses shall be allocated 60% to Buyer and 40% to the Seller.

Section 2.8 Purchase

Price Adjustment.

(a) If

the Final Cash Payment is less than the Closing Cash Payment (the amount by which the Final Cash Payment is less than the Closing Cash

Payment, the “Shortfall”), the Seller Parties shall pay the amount of the Shortfall to the account designated in writing

by Buyer.

(b) If

the Final Cash Payment is greater than the Closing Cash Payment (the amount by which the Final Cash Payment is greater than the Closing

Cash Payment, the “Surplus”), Buyer shall cause the Company to pay the amount of the Surplus to the account of the

Seller designated in writing by the Seller.

amounts paid under this Section 2.8 will be paid by wire transfer of immediately available funds within two Business Days after

the Draft Adjustment Statement becomes the Final Adjustment Statement in accordance with Section 2.7(b), Section 2.7(d)

or Section 2.7(e), as the case may be.

Section 2.9 Restricted

Stock Consideration. At Closing, Buyer shall issue to the Seller $2,500,000 in restricted shares of Buyer common stock (the “Restricted

Shares”). The number of Restricted Shares shall be determined by dividing $2,500,000 by the greater of (x) the volume-weighted

average closing price (“VWAP”) of Buyer’s common stock for the 20 trading days immediately preceding the Closing

Date or (y) $6.00 per share (the “Floor Price”). Buyer shall not be obligated to issue Restricted Shares at a price

below the Floor Price. The Restricted Shares shall be issued to the Seller pursuant to the Restricted Stock Agreement.

Section 2.10 Revenue

Share Payments.

(a) Buyer shall pay

the Owners (pro rata 65% to Zuccaro and 35% to Sverchek) payments (the “Revenue Share Payments”) equal to 15% of ROC

Evidence Advanced Revenue for each fiscal quarter during the Revenue Share Term, less applicable withholdings and subject to a maximum

cap on the total Revenue Share Payments of $7,000,000 in the aggregate; provided that each quarterly Revenue Share

Payment otherwise payable to Zuccaro shall be forfeited by Zuccaro and no longer be payable by Buyer in the event Zuccaro is terminated

by Buyer for Cause or Zuccaro resigns without Good Reason and ceases to be employed by Buyer as of the date such quarterly Revenue Share

Payment is made and each quarterly Revenue Share Payment otherwise payable to Sverchek shall be forfeited by Sverchek and no longer be

payable by Buyer in the event Sverchek is terminated by Buyer for Cause or Sverchek resigns without Good Reason and ceases to be employed

by Buyer as of the date such quarterly Revenue Share Payment is made; provided, however, that if either Owner is terminated

by Buyer without Cause or resigns for Good Reason, such Owner shall continue to receive quarterly Revenue Share Payments on the same

schedule and in the same amounts as if such Owner had remained continuously employed by Buyer through the end of the Revenue Share Term.

Revenue Share Payments shall be payable quarterly within 45 days after the end of each fiscal quarter of Buyer during the Revenue Share

Term. This Section 2.10 is intended to be exempt from, or comply with, Section 409A of the Code (“Section 409A”).

To the extent that any Revenue Share Payment constitutes “nonqualified deferred compensation” within the meaning of Section

409A, this Section 2.10 shall be interpreted and administered in a manner consistent with Section 409A. Each quarterly Revenue

Share Payment shall be treated as a separate payment for purposes of Section 409A.

(b) Buyer

shall operate Buyer’s digital evidence and forensics business in good faith and in the ordinary course, and shall not take any action,

or fail to take any action, the primary purpose or reasonably foreseeable effect of which is to reduce, defer, or avoid ROC Evidence Advanced

Revenue, including, but not limited to: (a) re-designating, rebranding, or reorganizing the digital evidence business line or its revenue

streams to avoid satisfying the criteria for the Revenue Share Payments; (b) diverting digital evidence opportunities, personnel, or resources

to a Buyer affiliate, subsidiary, joint venture, or partner not subject to the Revenue Share Payments; (c) bundling digital evidence products

or services with other Buyer products at below-market or disproportionate pricing that suppresses reported ROC Evidence Advanced Revenue;

(d) allocating shared costs, overhead, or discounts disproportionately to the digital evidence business to reduce reported ROC Evidence

Advanced Revenue; or (e) assigning or licensing Company intellectual property to a third party or affiliate outside the measurement framework

applicable to the Revenue Share Payments. The Seller Parties agree and acknowledge that, following the Closing, Buyer and the Company

may make from time to time such business decisions as Buyer and the Company deem appropriate in conducting the business of the Company,

including taking (or not taking) actions that may have an impact on the Revenue Share Payments. Neither the Seller nor any of its Affiliates

or Representatives, shall have any right to claim any Losses or Liability as a result of such decisions so long as Buyer has otherwise

complied with this Section 2.10(b). Without limiting the foregoing, the parties hereto understand and acknowledge that control of all

business decisions with respect to the Company from and after the Closing shall be the ultimate right of the Company and Buyer, and that

each of Buyer and the Company may operate their respective businesses in the manner it deems appropriate in its sole and absolute discretion,

and that no such Person has any duty, covenant or obligation whatsoever (express or implied) to the Seller or its Affiliates or Representatives,

with respect to the foregoing except as specifically set forth in this Section 2.10(b).

digital evidence functionality is sold as part of a bundled offering, ROC Evidence Advanced Revenue shall be determined using the standalone

selling price method consistent with ASC 606, or if no standalone price exists, on a reasonable pro-rata basis by reference to the relative

development costs of each component.

(d) At

the time Buyer makes each Revenue Share Payment, Buyer shall deliver to the Seller a written statement setting forth: (i) gross ROC Evidence

Advanced Revenue for the quarter; (ii) a breakdown by contract, customer, and revenue category; and (iii) the Revenue Share Payment calculation.

(e) The

Seller shall have the right, at the Seller’s own expense, to engage the Accounting Firm to audit Buyer’s books and records

relating to ROC Evidence Advanced Revenue no more than once per fiscal year, upon 30 days’ prior written notice. If any audit reveals

an underpayment of more than 5%, Buyer shall bear the cost of the audit and shall pay the deficiency plus interest at the applicable federal

rate within 30 days after the Seller delivers the audit to Buyer.

(f) If

Buyer undergoes a Change of Control during the Revenue Share Term, the Revenue Share Payments shall continue to be paid on the original

quarterly schedule set forth in Section 2.10(a); provided, that if the successor entity does not assume all remaining Revenue Share Payment

obligations in writing, guaranteed by the acquiring entity, or if any assumed Revenue Share Payment is not paid when due and such failure

continues for 10 Business Days after written notice, then all remaining Revenue Share Payment obligations shall accelerate and become

due and payable, if permitted under Section 409A. The accelerated amount for each remaining quarter shall equal the greater of (x) the

average of the last four quarters’ actual Revenue Share Payments or (y) the most recent quarterly Revenue Share Payment. Notwithstanding

anything in this Agreement to the contrary, a ‘Change of Control’ shall not constitute a payment-triggering event for purposes

of accelerating such Revenue Share Payment under Section 2.10(f) unless such Change of Control also constitutes a ‘change

in control event’ within the meaning of Treasury Regulation § 1.409A-3(i)(5).

(g) Disputes

regarding the calculation of ROC Evidence Advanced Revenue or Revenue Share Payments shall be submitted to the Accounting Firm, whose

determination shall be final and binding. The Accounting Firm shall follow the same procedures as set forth in Section 2.7(e),

mutatis mutandis, and the expenses of the dispute shall be allocated in the same manner as set forth in Section 2.7(f).

(h) The

parties agree and acknowledge that any Revenue Share Payment is intended for U.S. federal income Tax purposes to be treated as compensation

for services payable by Buyer to the applicable Owner and shall be paid through Buyer’s (or an applicable Affiliate’s) payroll,

subject to applicable withholding Taxes.

Section 2.11 Withholding.

Notwithstanding any other provision in this Agreement, Buyer and, after Closing, the Company (and their applicable Affiliates) shall

have the right to deduct and withhold Taxes from any payments to be made to any Person hereunder if such withholding is required by applicable

Law and to collect any necessary Tax forms, or any similar information, from the Seller and the Owners. To the extent that amounts are

so deducted and withheld and remitted to the applicable Taxing Authority in accordance with applicable Law, such amounts shall be treated

for all purposes of this Agreement as having been delivered and paid to the applicable Person in respect of which such deduction and

withholding was made.

ARTICLE

III

REPRESENTATIONS AND WARRANTIES OF THE SELLER Parties with respect to the seller parties AND THE COMPANY

As an inducement to Buyer to enter into this Agreement and consummate

the transactions contemplated hereby, each Seller Party, jointly and severally, hereby represents and warrants to Buyer that the following

representations and warranties with respect to each Seller Party and the Company are correct and complete as of the date hereof and as

of the Closing Date (unless expressly given as of an earlier date, in which case, the representation and warranty is true and correct

as of such date), except as set forth on the Disclosure Schedules.

Section 3.1 Organization

and Qualification.

(a) Formation

and Qualification. The Company is duly formed, validly existing and in good standing under the Laws of the state of the Company’s

formation. The Company has all requisite limited liability company power and authority to own or lease and operate the Company’s

properties and assets and to carry on the Company’s business as presently conducted, and is duly qualified or licensed to do business

as a foreign entity and is in good standing in each jurisdiction where the conduct of the Company’s business requires such qualification

or license with each such jurisdiction set forth on Schedule 3.1(a).

(b) Organizational

Documents. The Seller Parties have made available to Buyer complete and correct copies of all of the certificates of formation, operating

or limited liability company agreements or other organizational documents (the “Organizational Documents”) of the Company,

as amended, restated, supplemented or otherwise modified to the date hereof, and the Organizational Documents are in full force and effect

and no amendments thereto are pending or have been made following the date hereof. The Company is not in violation of any provision contained

in the Organizational Documents of the Company.

Section 3.2 Authorization.

Each Seller Party and the Company (as applicable) has full power and authority (or in the case of each Seller Party that is an individual,

full legal capacity) to execute and deliver this Agreement and each of the Ancillary Agreements to which the Company or such Seller Party

is a party, and to perform the Company’s or such Seller Party’s respective obligations and consummate the transactions contemplated

hereunder and thereunder. The execution, delivery and performance by each Seller Party and the Company, as applicable, of this Agreement

and each of the Ancillary Agreements to which the Company or such Seller Party is a party, and the consummation of the transactions contemplated

hereunder and thereunder, has been duly and validly authorized by each Seller Party and the Company, as applicable, and no additional

authorization by any Seller Party or the Company is required in connection therewith.

Section 3.3 Binding

Effect. This Agreement and each of the Ancillary Agreements to which any Seller Party or the Company is a party, when executed and

delivered by the parties thereto (assuming the due authority, execution and delivery of the counterparties thereto), constitutes a valid

and legally binding obligation of such Seller Party or the Company, respectively, enforceable against such Seller Party or the Company,

respectively, in accordance with their respective terms, except as enforceability may be limited by (a) any applicable bankruptcy, insolvency,

fraudulent conveyance, reorganization, or moratorium, and other similar Laws in effect from time to time relating to or affecting the

enforcement of creditors’ rights and remedies generally, and (b) general principles of equity, including specific performance and

other equitable remedies, whether considered in a proceeding at law or in equity (the “Enforceability Exception”).

Section 3.4 Regulatory

Approvals and Consents. No consent, notice, filing, approval, waiver or authorization (including any Governmental Authorization)

is required to be obtained by any Seller Party or the Company from, or to be given by any Seller Party or the Company to, or made by

any Seller Party or the Company with, any Person (including any Governmental Entity or securities exchange) as a result of the execution,

delivery or performance by any Seller Party or the Company of, or performance by any Seller Party or the Company of their obligations,

or consummation of the transactions contemplated, under, this Agreement or the Ancillary Agreements.

Section 3.5 Non-Contravention.

The execution, delivery and performance by each Seller Party and the Company of this Agreement and the Ancillary Agreements to which

each is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision

of the Organizational Documents of such Person, (b) conflict with, or result in the breach of, or constitute a default under, or result

in the termination, cancellation, modification or acceleration (whether after the filing of notice or the lapse of time or both) of any

right or obligation of any Seller Party or the Company under, or result in a loss of any benefit to which any Seller Party or the Company

is entitled under, any Material Contract to which any Seller Party or the Company is a party, or result in the creation of any Lien (other

than a Permitted Lien) upon any of the Purchased Securities or any assets of any Seller Party or the Company, (c) violate or result in

a breach of or constitute a default under any Law or Governmental Authorization to which any Seller Party or the Company or any of their

properties or assets is subject, or (d) cause Buyer to become subject to, or to become liable for the payment of, any material Liability.

Section 3.6 Assets;

Capitalization; Equity Interests.

(a) Assets.

The Company has good and marketable title to or a valid leasehold interest in or license to all of the assets owned or leased by the Company

or used in the conduct of the Company’s business as currently conducted, free and clear of all Liens, other than Permitted Liens.

The assets of the Company (including the Leased Real Property) constitute all of the personal and real property and assets necessary to

carry on the business of the Company from and after the Closing Date as presently carried on by the Company (or as carried on by the Company

during the 12 months prior to the date hereof), consistent with the past practice of the Company, subject to repair and replacement for

ordinary wear and tear in the ordinary course. To the Seller’s Knowledge, the buildings, plants, structures, fixtures and equipment

owned, operated or used by the Company (including the Leased Real Property) are structurally sound, are in good operating condition and

repair, subject to normal wear and tear, and are adequate for the uses to which they are presently being put. There are no assets or properties

used in the operation of the Company’s business owned by any Person other than the Company that are not currently leased or licensed

to the Company under valid, current leases or license arrangements.

(b) Securities.

The Seller owns of record and beneficially all outstanding membership interests of the Company, and the Seller has good, marketable and

valid title to such membership interests, free and clear of all Liens. At the consummation of the transactions contemplated by this Agreement,

Buyer shall own all of the Purchased Securities free and clear of all Liens.

Ownership of Equity Interests. The membership interests of the Company owned by the Seller constitute the only issued and outstanding

membership interests of the Company and are validly issued. The Company does not control, directly or indirectly, or have any direct or

indirect membership interest or any membership interest participation or ownership interest in any Person, and no arrangements, agreements,

understandings, rights or Contracts are in effect as to the same.

(d) Agreements

with Respect to Equity Interests. Except for this Agreement, there are no preemptive or other outstanding rights, options, warrants,

conversion rights, stock appreciation rights, redemption rights, subscription or purchase rights, repurchase rights, agreements (other

than the Company’s Organizational Documents), arrangements or commitments of any character under which the Company is or may become

obligated to (i) issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, or (ii) repurchase,

redeem or otherwise acquire, any membership interests, or any securities or obligations exercisable or exchangeable for or convertible

into any membership interests, of the Company, or to make any investment in any other Persons, and no securities or obligations evidencing

such rights are authorized, issued or outstanding. The outstanding membership interests of the Company are not subject to any voting trust

agreement or other Contract (other than the Company’s Organizational Documents) restricting or otherwise relating to the voting,

dividend rights or disposition of such membership interests. There are no phantom stock or similar rights providing economic benefits

based, directly or indirectly, on the value or price of the membership interests or profits of the Company.

Section 3.7 Financial

Matters.

(a) The Financial Information (a) was derived from the books and records

of the Company, (b) was prepared in accordance with GAAP applied on a consistent basis, and (c) fairly presents, in all material respects,

the financial position and results of operations of the Company as of the dates and for the periods indicated. As of the Closing Date,

the Audited Financial Statements shall be in accordance with the auditing standards of the PCAOB. The Company maintains a system of internal

controls sufficient to provide assurance that transactions are properly authorized and accurately recorded to permit the preparation of

the Financial Information and the Audited Financial Statements.

(b) Schedule

3.7(b) sets forth all Indebtedness for which the Company is liable (including

the maximum available amount under any undrawn credit facility, revolving credit facility or similar Contract for Indebtedness).

Liabilities reflected on the unaudited balance sheet of the Company as of April 30, 2026 (the “Latest Balance Sheet”),

(iii) Liabilities which have arisen after the date of the Latest Balance Sheet in the ordinary course of business (none of which is a

Liability related to any failure to perform, improper performance, warranty or other material breach, default, violation, tort, infringement,

claim or proceeding), (iv) executory obligations under Contracts to which the Company is a party or by which it is bound (but only to

the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course

of business and do not relate to any failure to perform, improper performance, warranty or other material breach, default or violation

by the Company on or prior to the Closing or that result from the consummation of the transactions contemplated hereby), and (v) Liabilities

that would not, individually or in the aggregate, reasonably be expected to be material to the Business and operations of the Company,

there are no Liabilities of the Company.

Section 3.8 Litigation

and Claims. There are no, and since January 1, 2023, there have been no pending or, to the Seller’s Knowledge, threatened actions,

inquiries, proceedings, litigation, suits, demands, claims, charges, disputes, audits, hearings, citations, inspections or investigations,

whether civil, criminal, administrative or otherwise, filed by or before any Governmental Entity, arbitral panel or mediator (“Litigations”

or “Litigation”) against (i) any Seller Party (in each case with respect to the Company or the business of the Company),

(ii) the Company or (iii) any of the managers, directors, officers, employees, consultants or other service providers of the Company

as related to such individual’s employment or services with the Company. None of the Seller Parties (in each case with respect

to the Company), the Company or, to the Seller’s Knowledge, any manager, director, officer, employee, consultant or other service

provider of the Company (as related to such individual’s employment or services with the Company) is subject to any order, writ,

judgment, award, injunction or decree of any Governmental Entity or any arbitrator or arbitrators. Schedule 3.8 sets forth all

material settlement, consent or similar agreements entered into by the Company or any Seller Party (with respect to the Company or the

business of the Company) since January 1, 2023.

Section 3.9 Compliance

with Law; Regulatory Matters. The Company is and has been in compliance in all material respects with applicable Law (including Environmental

Laws, Privacy Laws, Laws relating to labor, employment and employment practices, and Laws relating to the award, performance and administration

of Government Contracts), and neither the Seller Parties nor the Company have received written notice, or to the Seller’s Knowledge,

oral notice alleging any material violation of or Liability under any applicable Law. Neither the Seller Parties nor the Company nor,

to the Seller’s Knowledge, any Person acting at the direction or on behalf of any Seller Party or the Company or the Business has

directly or indirectly (a) made or promised to make, paid or received any unlawful bribes, kickbacks, contributions, gifts or other similar

payments to or from any Person, (b) made or paid any contributions, directly or indirectly, to a domestic or foreign political party

or candidate or (c) otherwise made or paid any improper foreign payment (as defined in the U.S. Foreign Corrupt Practices Act of 1977,

as amended) or violated the U.S. Foreign Corrupt Practices Act of 1977, as amended. The internal accounting controls of the Company are

reasonably adequate to detect any of the foregoing.

Section 3.10 Intellectual

Property; Data Privacy and Security.

(a) Schedule

3.10(a) contains a complete and correct list of (i) all Software included in the Company Intellectual Property Rights, (ii) all unregistered

Intellectual Property Rights included in the Company Intellectual Property Rights and material to the business of the Company, and (iii)

all active registrations of, and all pending applications to register any, Company Intellectual Property Rights, including, but not limited

to, the following: (A) Patents, (B) Trademarks, (C) Copyrights, and (D) Domain Names.

(b) The

Company Intellectual Property Rights (i) are valid and enforceable (subject to the Enforceability Exceptions), (ii) are currently in compliance

in all material respects with all legal requirements necessary to maintain such Intellectual Property Rights as valid, enforceable (subject

to the Enforceability Exceptions), and in good standing, (iii) are not subject to any order, writ, judgment, award, injunction or decree

of any Governmental Entity or any arbitrator or Contracts that would adversely affect the validity or enforceability (subject to the Enforceability

Exceptions) thereof, or use thereof or rights thereto, (iv) are free and clear of all Liens other than Permitted Liens, and (v) together

with the Intellectual Property Rights licensed to the Company under the licenses listed in Schedule 3.13(a)(vii)(A), constitute

all of the Intellectual Property Rights used in and necessary to conduct and operate the Business.

Company is the sole legal and beneficial owner of all Company Intellectual Property Rights. The Company (i) has obtained from all current

and former employees, founders, contractors and consultants the assignment (by way of a present assignment) by such Person to the Company

of any Intellectual Property Rights arising out of such Person’s employment by, engagement by or contract with the Company, and

each such agreement is valid and enforceable (subject to the Enforceability Exceptions) and (ii) has taken all commercially reasonable

and appropriate steps to protect and maintain all the Company Intellectual Property Rights.

(d) The

conduct of the Business, the Company Intellectual Property Rights and the products and services of the Company, as currently provided

by the Company, do not infringe, misappropriate, or violate and have not infringed upon, misappropriated or violated, any Intellectual

Property Right owned by any Person, and since January 1, 2023, the Company has not received any written communication (including cease

and desist, invitation to license or other written communication alleging, expressly or implicitly, that the Company requires any license)

stating, alleging or otherwise suggesting the possibility of any of the foregoing or challenging the ownership, validity, enforceability

of any Company Intellectual Property Rights or Company IPR Agreements (as defined herein). To the Seller’s Knowledge, no Person

is infringing, misappropriating or violating and since January 1, 2023, no Person has infringed upon, misappropriated or violated, any

of the Company Intellectual Property Rights, and the Company has not sent any written communication since January 1, 2023 alleging, asserting,

or threatening any of the foregoing. None of the Company Intellectual Property Rights nor the Company is subject to any judicial, administrative

or arbitral order, award, decree, injunction, settlement or stipulation that has been instituted and bars or limits the use of any Intellectual

Property Rights.

(e) All

former and current founders, employees, consultants and contractors of the Company that have had access to any trade secrets or confidential

information contained in the Company Intellectual Property Rights or otherwise made available to such individual through their role with

the Company have executed a valid and binding agreement to maintain the confidentiality of such trade secrets and confidential information

and to use such trade secrets and confidential information only for the benefit of the Company, and the Company has taken commercially

reasonable efforts consistent with industry standards to protect all such trade secrets against unauthorized access or use.

(f) The

consummation of the transactions contemplated hereby will not cause (i) the forfeiture or termination of, or give rise to a right of forfeiture

or termination of any Company Intellectual Property Rights, or (ii) additional payment obligations by the Company in order to use or exploit

the Company Intellectual Property Rights to the same extent as the Company was permitted before the date of this Agreement.

(g) All

information technology hardware and Software used or held for use by the Company in the Business (the “IT Assets”)

are either owned by, licensed or leased to, the Company and the IT Assets are adequate and sufficient to meet the processing and other

business requirements of the Company as the Business is currently conducted. The Company takes commercially reasonable steps to ensure

that all Software and data residing on its computer networks or licensed or otherwise distributed to customers is free of viruses and

other disruptive technological means. None of the Company Intellectual Property Rights owned or purported to be owned, in whole or in

part, by the Company or, to the Seller’s Knowledge, any other Company Intellectual Property Rights contains any computer code or

other mechanism of any kind designed to disrupt, disable or harm in any manner the operation of any Software or hardware or other business

processes or to misuse, gain unauthorized access to or misappropriate any business or personal information. No person has gained unauthorized

access to any IT Asset (excluding any external hack or similar attack that did not affect the IT Assets for a prolonged period or pose

any material threat to the operations of the IT Assets).

(h) The

Company has established and complies with a written information security program or programs covering the Company that (i) includes reasonable

safeguards for the security, confidentiality and integrity of transactions and confidential or proprietary data, including Personal Data,

and (ii) is designed to protect against unauthorized access to the Company’s IT Assets and other information technology systems,

the Personal Data and the systems of any third party service providers that have access to (x) the Personal Data or (y) the Company’s

IT Assets or other information technology systems. The Seller Parties have made available to Buyer complete copies of all Privacy Agreements

(as defined herein).

(i) The

Company is, and at all times has been, in compliance in all material respects with: (a) all Contracts or other arrangements that apply

to or restrict the use, disclosure or security of Personal Data; and (b) all privacy policies, procedures and notices used or made available

by the Company regarding the collection or use of Personal Data (such Contracts, policies or other arrangements referenced in clauses

(a) and (b) collectively referred to as the “Privacy Agreements”). Each other party to a Privacy Agreement is and has

been in compliance in all material respects with such Privacy Agreement. The Seller Parties have made available to Buyer complete copies

of all Privacy Agreements.

(j) The

Company has instituted and maintained commercially reasonable and appropriate physical, technical, organizational and administrative security

safeguards to protect Personal Data collected by the Company or on its behalf from and against unauthorized access, use or disclosure

and that comply in all material respects with applicable Privacy Requirements. Since January 1, 2023, the Company has not received any

written complaint or written notice from any Person regarding the Company’s or any of the Company’s agents, employees or contractors’

use or disclosure of, or security practices or security incidents regarding, Personal Data. Since January 1, 2023, there have been no

breaches involving Personal Data held or collected by or on behalf of the Company or other incident adversely affecting Personal Data

for which notification is required under applicable Privacy Requirements.

Section 3.11 Employee

Benefits.

(a) Schedule

3.11(a) sets forth a complete and correct list of each “employee benefit plan” within the meaning of Section 3(3) of ERISA,

and all other benefit or compensation plans, programs, agreements, Contracts and arrangements, including each equity or equity-based,

retirement, deferred compensation, employment, group insurance, time off, separation, change in control, retention, other welfare or fringe

benefit plan, program, agreement and arrangement, in any case, maintained, contributed to or required to be contributed to by the Company

for the benefit of any current or former employee, director, officer, member, equityholder or independent contractor of the Company, or

with respect to which the Company or any ERISA Affiliate has any current or contingent Liability (collectively, the “Benefit

Plans” and each a “Benefit Plan”); provided, however, that “Benefit Plan” shall

exclude any plan, program, or arrangement that the Company is required to maintain or provide by applicable Law, including, without limitation,

social security, workers’ compensation, and unemployment insurance programs. As applicable with respect to each Benefit Plan, the

Seller Parties have made available to Buyer correct and complete copies of: (i) the current plan documents and all amendments thereto,

and in the case of an unwritten Benefit Plan, a written description of the material terms thereof; (ii) the most recent determination,

opinion or advisory letter received from the IRS and any IRS rulings; (iii) the most recent summary plan descriptions and any summaries

of modifications thereto; (iv) non-discrimination testing results and, if applicable, safe harbor notices for the last three complete

plan years; (v) annual Form 5500s for the past three years; (vi) all material communications to employees regarding any Benefit Plan;

(vii) copies of all material correspondence to or from any Governmental Entity relating to any Benefit Plan; and (viii) all funding arrangements,

insurance contracts, service contracts, filings, notices and other documents relating to each Benefit Plan.

(b) For

the past three (3) years, each Benefit Plan has been established, operated, maintained, funded and administered in all material respects

in accordance with its terms and in accordance with all applicable Laws. Each Benefit Plan that is intended to be qualified under Section

401(a) of the Code (i) is so qualified and (ii) is subject to a favorable determination letter or may rely on a properly issued opinion

letter from the IRS, and nothing has occurred with respect to any Benefit Plan that is reasonably expected to cause the loss of such qualification

or exemptions. No event has occurred with respect to any Benefit Plan that has subjected or could subject the Company, Buyer or any of

its Affiliates, with respect to any period on or after the Closing Date, to a civil action or material penalty under Section 502 of ERISA

or to a material tax penalty under Section 4975 or 4980 of the Code.

respect to the Benefit Plans: (i) there are no pending or, to the Seller’s Knowledge, threatened actions, suits, claims, proceedings,

investigations, or audits or investigations by any Governmental Entity; (ii) no Benefit Plan has within the three years prior to the date

hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, is a participant

or is considering being a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental

Entity; and (iii) there are no Litigations pending or, to the Seller’s Knowledge, threatened, with respect to any Benefit Plan (other

than routine individual claims for benefits in the ordinary course of operating the Benefit Plans).

(d) None

of the Seller Parties, the Company or any of their respective ERISA Affiliates sponsors, maintains or contributes to or has any current

or contingent Liability or obligation under or with respect to: (i) an “employee pension benefit plan” (within the meaning

of Section 3(2) of ERISA) that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code; (ii) any “multiemployer

plan” (within the meaning of Section 3(37) of ERISA); (iii) a “multiple-employer plan” within the meaning of Section

413 of the Code; (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA; or (v) any plan

or arrangement that provides medical, dental, vision, prescription drug or life insurance benefits beyond termination of service or retirement

other than coverage mandated by Law.

(e) Neither

the execution of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in combination with

any other event, (i) give rise to any Liability under any Benefit Plan, or (ii) accelerate the time of payment or vesting or increase

the amount or require the funding of compensation or benefits due to any current or former employee, director, member, equityholder or

individual consultant of the Company. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby

will, either alone or in combination with any other event, result in any payment or benefit that could be characterized as a “parachute

payment” (within the meaning of Section 280G of the Code).

(f) All

contributions, premiums and other payments (including all employer contributions and employee salary reduction contributions) that are

due have been made within the time periods prescribed by ERISA and the Code to each Benefit Plan, and all contributions, premium and other

payments for any period ending on or before the Closing Date that are not yet due have been made to each Benefit Plan or properly accrued

and reflected in the Financial Information.

(g) Each

Benefit Plan or Contract that is a “non-qualified deferred compensation plan” within the meaning of Section 409A of the Code

has been in all material respects in operational and documentary compliance with Section 409A of the Code. The Company has no obligation

(whether pursuant to a Benefit Plan or otherwise) to indemnify, “gross-up”, reimburse or otherwise compensate any individual

with respect to the additional Taxes or interest imposed pursuant to Section 409A, Section 457A or Section 4999 of the Code.

(h) The Company and each ERISA Affiliate has complied in all material respects

with (i) the notice and continuation coverage requirements, and all other requirements, of Section 4980B of the Code and Parts 6 and 7

of Title I of ERISA, and the regulations thereunder, and (ii) to the extent the Company is or has been an “applicable large employer”

within the meaning of Section 4980H of the Code, complied in all material respects with the affordability and minimum essential coverage

requirements, and all other requirements, of the Patient Protection and Affordable Care Act of 2010, as amended (the “ACA”),

in each case, with respect to each Benefit Plan that is a group health plan. No event has occurred, and no condition or circumstances

exists, that could subject the Seller Parties, the Company, Buyer or any of their respective Subsidiaries to any material payment, Tax,

penalty or other Liability under the ACA.

(i) There

has not been a (i) “prohibited transaction” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA

or any other transactions not otherwise exempt under a statutory, administrative or regulatory, or (ii) breach of any fiduciary duty (as

determined under ERISA Section 404), with respect to any Benefit Plan that could result in any material liability or excise tax under

ERISA or the Code being imposed on the Company or Buyer.

Section 3.12 Employment

Matters.

(a) The

Company is not a party to, bound by or currently negotiating a collective bargaining agreement or other Contract with, and, to the Seller’s

Knowledge, none of the employees of the Company is represented by, any labor union, labor organization or similar Person. There is no,

and since January 1, 2023, there has been no unfair labor practice charge or complaint, grievance, labor arbitration or other Litigation

regarding labor or employment matters against the Company pending, or to the Seller’s Knowledge, threatened. There are no strikes,

lockouts, slowdowns, work stoppages, picketing, union election petitions, demands for recognition or other labor disputes pending or,

to the Seller’s Knowledge, threatened against or affecting the Company, and there have been no such actions since January 1, 2023.

There are no union-organizing activities pending or threatened against the Company or involving any employees of the Company, and there

have been no such activities since January 1, 2023.

(b) The

Company is, and since January 1, 2023 has been, in compliance in all material respects with all applicable Laws, Contracts, policies,

programs and plans relating to labor, employment, terms and conditions of employment, and employment practices. Since January 1, 2023,

no allegations of sexual or other unlawful harassment, discrimination or retaliation have been made against any equityholder, director,

manager, officer, or employee of any Seller Party or the Company. There are no facts that would reasonably be expected to give rise to

a claim of sexual harassment, other unlawful harassment, or unlawful discrimination or retaliation against or involving the Company or

any officer, manager, or executive of the Company.

Company is not delinquent in the payment of, and has not otherwise failed to timely pay, any wages, salaries, commissions, bonuses, wage

premiums, fringe benefit contributions, overtime, accrued but unused vacation or other paid time off, fees, or other compensation due

and owing to or on behalf of any current or former employee or independent contractor.

(d) The

Company has not implemented any mass layoffs, plant closings or other employee terminations or events and since January 1, 2023 that gave

rise or could give rise to any notice, payment or other obligations under the Worker Adjustment and Retraining Notification Act of 1988,

29 U.S.C. § 2101, et seq., as amended, or any similar foreign, state or local Law, and no such activities have been announced

or are currently planned or contemplated.

(e) Schedule

3.12(e) contains a correct and complete list of each employee of the Company showing, with respect to each employee: (i) the name

of the employee; (ii) whether actively at work or on a leave of absence (and, if on a leave of absence, the nature of the leave and the

expected return to work date); (iii) whether paid on a salaried, hourly or other basis; (iv) current base salary or base wage rate; (v)

current commission, consulting fee and bonus arrangements (if any); (vi) actual base salary or base wages, commissions, consulting fees

and other renumeration received in 2025 and to date in 2026; (vii) job title or position; (viii) status as full-time or part-time; (ix)

location(s) (including city and state) of employment and the state(s) in which the employee performs work; (x) date of hire; (xi) classification

as exempt or non-exempt under applicable Law; (xii) for non-exempt employees, the number of overtime hours worked in 2025 and to date

in 2026; (xiii) annual vacation and any other paid time off entitlement in days; (xiv) accrued and unused vacation and any other paid

time off in days to date in 2026; and (xv) whether such employee is subject to a written employment Contract (including any employment

agreement, confidentiality agreement, non-compete agreement, or collective bargaining agreement or other Contract with any labor union,

labor organization or similar Person). All employees of the Company are authorized to work in the jurisdiction(s) in which they are working.

(f) Schedule

3.12(f) sets forth a complete and correct list of all independent contractors and “leased employees” (as such term is

defined in Section 414(n) of the Code) of the Company by: (i) name; (ii) job position or function; (iii) work locations (city and state);

(iv) state of residence; (v) hourly pay rate or other compensatory arrangement; (vi) hire date; (vii) regular hours per work week; (viii)

term of engagement; (ix) total amount paid by the Company to such Person by year and since January 1, 2025; and (x) whether such Person

is subject to a written Contract with the Company.

(g) To

the Seller’s Knowledge no employee or consultant of the Company (i) has any present intention to terminate or materially alter the

terms or nature of such individual’s employment or services with the Company within the first 12 months immediately following the

Closing Date, or (ii) is party to or bound by any employment, confidentiality, non-disclosure, proprietary rights, non-solicitation, non-competition

or other Contract or obligation that restricts such Person in the performance of his or her employment or service duties, or the Company

in the conduct of the Business, and the Company has not received any written notice of such an obligation. Each employee of the Company

is employed at will and may be terminated at any time for any reason by the Company without any Liability.

(h) The

Company is and has at all times and since January 1, 2023 been in compliance in all material respects with all applicable Occupational

Safety and Health Act, or similar state or local Laws and requirements, and the Company has not received notice to the contrary from any

employee or Governmental Entity, including the Occupational Safety and Health Administration. There are no workplace conditions at any

Company worksite that could reasonably be considered to violate any such Law and there have been no accidents and since January 1, 2023

that could be reasonably considered to have resulted from a violation of any such Law.

(i) Each

employee of the Company is: (i) a United States citizen; (ii) a lawful permanent resident of the United States; or (iii) an alien authorized

to work in the United States. The Company has retained a Form I-9 (Employment Eligibility Verification) for each employee pursuant to

and in compliance with the Immigration Reform and Control Act of 1986, and all regulations promulgated thereunder, and each such Form

I-9 has since been updated as required by applicable Laws and complies in all material respects with all applicable Laws as of the date

hereof. The Company is and has at all times been in compliance in all material respects with any applicable mandatory E-Verify obligations.

Section 3.13 Material

Contracts.

(a) Schedule

3.13(a) sets forth an accurate and complete list of the following Contracts to which the Company is a party or by which the Company

is bound (the Contracts listed in or required to be listed in Schedule 3.13(a), the “Material Contracts”):

(i) Contracts

(A) where the aggregate consideration paid to or by the Company was in excess of $100,000 during the 12-month period prior to the

date hereof (or would be in excess of such amount during any 12-month period after the date hereof), or (B) not cancelable, without

penalty, by the Company on 30 days or less notice;

(ii) Contracts

which restrict or limit the ability of the Company or any employee or service provider of the Company (other than a Contract between such

employee or service provider and the Company), to compete in any line of business or otherwise freely engage in business anywhere in the

world, or which restrict the Company from soliciting or hiring any Person;

(iii) Contracts

which relate to Indebtedness owed by the Company, or for which the Company may become liable, or the guarantee thereof (excluding, for

the avoidance of doubt, Contracts evidencing Liabilities with respect to deposits and accounts or trade payables made in the ordinary

course of business);

(iv) Contracts

pursuant to which the Company is a lessor or lessee of any machinery, equipment, motor vehicles, fixtures or other personal property or

Contracts constituting a Lien (other than Permitted Liens) upon the assets or properties of the Company;

(v) Contracts

requiring capital expenditures in excess of $100,000 in any calendar year;

(vi) Contracts

under which the Company has made advances or loans to any other Person which currently have amounts outstanding or involve a continuing

obligation to make advances;

(vii) all

Contracts (other than Contracts for Commercial Software that are not material to the Business) under which (A) the Company uses or has

been granted any license rights (including rights granted on a service basis, and whether in the form of a license, sublicense, covenant

not to sue, non-assert, consent to use, right, release or waiver, or an option to grant any of the foregoing) under any Intellectual Property

Rights owned by any other Person, (B) the Company has granted to any other Person any license rights under any Company Intellectual Property

Rights and (C) any Intellectual Property Right that is or has been developed by or for the Company is assigned to the Company by any other

Person, or any Intellectual Property Right is assigned by the Company to any other Person (the agreements listed in subsections (A) through

(viii) all

Contracts that limit, restrict or materially impair the availability to use or enforce (subject to the Enforceability Exceptions) any

Company Intellectual Property Rights, including any agreements entered into in connection with any settlement, co-existence or non-compete

arrangement;

(ix) any

employment agreement, consultant or independent contractor agreement, severance agreement, non-compete agreement, non-solicit agreement,

confidentiality or non-disclosure agreement, collective bargaining agreement (or other Contract with any labor union, labor organization

or similar Person) and any other Contract governing the terms and conditions of employment, including, without limitation, any change

in control, retention, sale bonus or similar agreements;

(x) all

Leases;

(xi) all

Contracts that require the Company to purchase or sell a stated portion of the requirements or outputs of its business or that contain

“take or pay” provisions;

(xii) all

Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other material Liability of

any Person;

(xiii) all

Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any

real property (whether by merger, sale of stock, sale of assets or otherwise);

(xiv) all

Government Contracts;

(xv) all

joint venture, partnership or similar Contracts;

(xvi) all

powers of attorney with respect to the Company; and

(xvii) all

Contracts that are material to the business of the Company, other than Non-Scheduled Contracts.

(b) All

Material Contracts are legal, valid, binding, in full force and effect and enforceable against each party thereto in accordance with the

express terms thereof, except as enforceability may be limited by the Enforceability Exception. There does not exist under any Material

Contract any violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after

notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or any

other party thereto. The Company has made available to Buyer a copy of each written Material Contract that is true, correct and complete,

along with all amendments, restatements, supplements, schedules and modifications thereto, and a schedule and description of the material

terms of each Material Contract that is not written.

3.13(c)(i), 3.13(c)(ii), and 3.13(c)(iii), respectively, set forth a true, complete and accurate list of (i) each Government

Contract for which performance has not been completed or final payment has not been received, or that is not closed out or remains subject

to audit as of the date of this Agreement (collectively, the “Current Government Contracts”), including all parties

to the Contract, the set-aside status of the Contract (including any Contract awarded based on the Company’s, individually or as

a member of a joint venture, representing itself as a small business concern, a small disadvantaged business, a service-disabled, veteran-owned

small business concern, a veteran-owned small business concern, a woman-owned business concern, a “protege” under a mentor-protégé

agreement or program, or qualification under any other preferential status (including participation in preferential status programs such

as the Historically Underutilized Business Zone program and participation under section 8(a) of the Small Business Act) or other “set

aside” status (collectively, a “Preferred Bidder Status”)), whether the Contract was awarded on a noncompetitive

or sole source basis (and the justification for that award), the contract number and award date, the period of performance (including

unexercised option periods), the applicable total contract value or total estimated contract value/ceiling (inclusive of option periods),

the total recognized revenue as of May 31, 2026, profit margin as of May 31, 2026, and the funded and unfunded backlog (calculated by

the Company consistent with industry standards and past practice); (ii) each bid, proposal, offer, quotation, tender, response to request

for proposal, request for quotation, invitation for bid, solicitation, task order request, delivery order request, grant application,

or other submission made by or on behalf of the Company to any Governmental Entity or prime contractor or higher-tier subcontractor in

connection with the potential award, modification, extension, renewal, or continuation of any Government Contract (each, a “Government

Bid”) outstanding as of the date of this Agreement, including the customer program name, Preferred Bidder Status, solicitation

number, the anticipated award date, the estimated period of performance, and the total bid price; and (iii) all of the Company’s

Current Government Contracts which are currently experiencing, or for which, to the Seller’s Knowledge, facts exist to create a

reasonable present expectation that such Current Government Contracts will experience cost, schedule, technical or quality problems or

losses that could result in claims or Litigation against the Company or the Company’s successors in interest by any Governmental

Entity, a prime contractor or a subcontractor. Each Current Government Contract is in full force and effect and constitutes a legal, valid

and binding agreement, enforceable in accordance with its terms against the Company and each of the other parties thereto, subject to

the Enforceability Exception. The Company has made available copies of each Current Government Contract and a list of all Government Bids

that are true, correct and complete in all material respects.

(d) None

of the Government Contracts or Government Bids, nor, to the Seller’s Knowledge, any related prime contract or prime contractor bid,

is currently operating at or expected to operate at a material loss, the subject of Litigation, bid or award protest proceedings, a material

modification, discount, termination, a reduction in future expenditures or a failure to exercise an option, and, to the Seller’s

Knowledge, no facts exist that create a reasonable basis for such bid or award protest proceedings or a reasonable present expectation

for such a modification, discount, termination, reduction in future expenditures or such a failure to exercise an option. The Company

does not deliver products to, or perform services for, a Governmental Entity other than pursuant to written Government Contracts.

(e) Schedule

3.13(c)(i) and Schedule 3.13(c)(ii) set forth all of the Company’s Current Government Contracts or Government Bids that

were or are required to be set aside for Persons with a Preferred Bidder Status. Each Current Government Contract based on a Preferred

Bidder Status was obtained and has been performed in material compliance with the Laws applicable to the small business and other government

contracting preference programs applicable to such Current Government Contract, including, but not limited to, size and program eligibility

recertification, ownership, joint venture, and affiliation requirements. No Government Contract awarded based on a Preferred Bidder Status

will be required to be terminated or placed in dormant or similar status as a result of the transactions contemplated by this Agreement.

The Seller Parties have accurately represented the Company’s size status and Preferred Bidder Status for each Government Bid and

Government Contract (including all representations and certifications contained in the Company’s System for Award Management (SAM)

registration and all representations and certifications submitted to any prime contractor or higher-tier subcontractor) and has notified

relevant Governmental Entities or higher-tier contractors of any changes in its size or Preferred Bidder Status in accordance with applicable

requirements. In performing each Government Contract, the Company has complied with the limitations on subcontracting rule, FAR 52.219-14,

13 C.F.R. § 125.6, and the non-manufacturer rule, FAR 52.219-33, 13 C.F.R. § 121.406(b), as applicable.

(f) The

Company has developed all policies and plans required by, and during the past five (5) years complied in all material respects with: (i)

the terms and conditions of each Government Contract and Government Bid, including all material clauses, provisions and requirements incorporated

expressly, by reference or by operation of Law therein, including, without limitation, workshare requirements and obligations, testing

and quality requirements, disclosure and pricing requirements of all most favored customer and price reductions clauses, and product origin

and related requirements of FAR 52.225-5 and the Trade Agreements Act (19 U.S.C. § 2501, et seq., 19 U.S.C. § 3301 note), and

the Company has included all such required terms in the Company’s agreements with third parties (including subcontractors, teaming

partners, consultants, agents, or representatives); and (ii) all Laws applicable to the Company’s Government Contracts, including,

without limitation, the False Claims Act, the Service Contract Labor Standards Act (formerly Service Contract Act), the Procurement Integrity

Act, the FAR, and the Truthful Cost and Pricing Data Act (formerly Truth in Negotiations Act), where and as applicable to each Government

Contract. All representations, certifications and statements executed, acknowledged or submitted in connection with any Government Contract

or Government Bid (including, without limitation, all representations and certifications contained in the Company’s System for Award

Management (SAM) registration and all representations and certifications submitted to any prime contractor or higher-tier subcontractor)

were current, accurate and complete in all material respects as of the date made, and the Company has complied with any obligation to

update any such representations, certification, or disclosures. To the Seller’s Knowledge, none of the Company’s subcontractors,

teaming partners, consultants, agents, or representatives has violated any applicable Laws in connection with any Government Contract,

Government Bid, or related Contract, for which the Company could reasonably be expected to have Liability or suffer any other material

adverse consequences.

(g) There

is no (i) material outstanding claim or dispute against the Company, including with respect to any of the Company’s subcontractors,

(ii) criminal allegations against the Company under the False Statements Act (18 U.S.C. § 1001) or the False Claims Act (18 U.S.C.

§ 287) or comparable state laws, (iii) administrative audit, civil fraud or criminal investigation, or allegations against the Company

by any Governmental Entity, such as could give rise to a claim under the False Claims Act, the Truthful Cost and Pricing Data Act, or

to any request for a reduction in the price of any of the Current Government Contracts, (iv) material request by a Governmental Entity

for a contract price adjustment based on a claimed disallowance by an applicable Governmental Entity or material claim of defective pricing,

(v) material, outstanding claim or request for equitable adjustment by or against the Company in connection with its Government Contracts,

(vi) actual or, to the Seller’s Knowledge, threatened “whistleblower” or “qui tam” lawsuit to which the

Company is or may be subject, or (vii) no event, condition or omission has occurred or exists that would constitute grounds for one of

the actions set forth in subsections (i) through (vi) above.

(h) During

the past five (5) years, neither the Company, nor, to the Seller’s Knowledge, any of the Company’s personnel has made or been

required to make any voluntary or mandatory disclosure to any Governmental Entity or higher-tier contractor, including, without limitation,

with respect to any alleged false statements, false claims, Fraud, defective pricing, overpayments, time mischarging or similar misconduct

under or relating to any Government Contract or Government Bid.

(i) During

the past five (5) years, neither the Company, nor, to the Seller’s Knowledge, any of the Company’s personnel, while employed

by the Company, has been under administrative, civil or criminal investigation, or indictment by any Governmental Entity with respect

to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid, and the

Company has not conducted or initiated any formal internal investigation with respect to any irregularity, misstatement or omission arising

under or relating to any Government Contract or Government Bid.

(j) During

the past five (5) years, (i) the Company has not received or, to the Seller’s Knowledge, been threatened with any show cause, cure

notice, letter of concern, request for corrective action plan, deficiency, default or similar notice relating to any Government Contracts,

(ii) no Government Contract has been terminated for default or, to the Seller’s Knowledge, threatened with termination for default,

termination for convenience, breach of contract or material violation of law, and (iii) no Governmental Entity, and no prime contractor

or higher-tier subcontractor of any Governmental Entity, has withheld or set off, or, to the Seller’s Knowledge, threatened or attempted

to withhold or set off, any money due to the Company under any Government Contract. To the Seller’s Knowledge, no event, condition

or omission has occurred or exists that would constitute grounds for one of the actions set forth in subsections (i) through (iii)

above.

(k) Neither

the Company, nor any “Principal” (as defined in FAR 52.209-5), has been, nor is now, suspended, debarred or proposed for suspension

or debarment from government contracting. There exist no facts or circumstances that would be reasonably likely to warrant the institution

of suspension or debarment proceedings or the finding of non-responsibility or ineligibility on the part of the Company or any “Principal.”

(l) Within

the past five (5) years, the Company has not received written or, to the Seller’s Knowledge, oral notice of any material adverse

government past performance evaluations or ratings (i.e., evaluations or ratings of less than “Acceptable” or “Satisfactory”)

in connection with a Government Contract or Government Bid, and no such evaluations or ratings appeared in any past performance databases,

including, but not limited to, the Contractor Performance Assessment Reporting System, the Federal Awardee Performance and Integrity Information

System or the Past Performance Information Retrieval System; and to the Seller’s Knowledge, no facts exist that reasonably could

be expected to materially and adversely affect the Company’s or any of the Company’s successors’ Government Bids.

(m) There

is no pending audit, and no audit has been performed within the past five (5) years, by the Defense Contract Audit Agency (“DCAA”)

or any Governmental Entity (other than routine audits by a Governmental Entity in the ordinary course of business) with respect to the

Government Contracts. The Company has made available to Buyer copies of any pending audit or audit occurring that are true, complete and

correct in all material respects within the past five (5) years (other than routine audits by a Governmental Entity in the ordinary course

of business). At all times within the past five (5) years: (i) neither any Governmental Entity nor any prime contractor or higher-tier

subcontractor under a Government Contract has questioned or disallowed in writing or, to the Seller’s Knowledge, orally any cost,

notified the Company in writing or, to the Seller’s Knowledge, orally of any intent to disallow any costs, or withheld or set off,

or attempted to withhold or set off, monies due to the Company under any of the Company’s Government Contracts; (ii) the Company’s

cost accounting and other business systems have complied in all material respects with all applicable government procurement Laws and

with the requirements of all of the Company’s Government Contracts; (iii) all invoices and claims for payment, reimbursement, or

adjustment, including requests for progress payments invoices and claims for payment, reimbursement or adjustment, including requests

for progress payments and provisional payments, submitted by or on behalf of the Company were current, accurate and complete in all material

respects as of their respective submission dates; (iv) all costs, fees, profit, and other charges and expenses of any nature that have

been charged or invoiced under each Government Contract were properly chargeable or invoiced to such Government Contract, were charged

or invoiced in amounts consistent with all contract requirements and applicable Laws (including all requirements relating to allowability,

allocability, allocation, and reasonableness), were charged or invoiced for supplies delivered and services performed in accordance in

all material respects with all contract requirements (including experience and qualification requirements) and applicable Laws and no

refunds are or will become due under any Government Contract; (v) the Company’s practices and procedures for estimating costs and

pricing proposals and accumulating, allocating, recording, segregating, reporting, and invoicing costs have been in compliance in all

material respects with all applicable Laws, including FAR Part 31 and the Cost Accounting Standards; (vi) as applicable, the Company has

billed all indirect cost consistent with the rates approved by the DCAA or with provisional rate agreements; and (vii) all certified cost

or pricing data submitted by or on behalf of the Company were current, accurate, and complete in all material respects as of the certification

date. There are no indirect rate variances for open cost accounting periods that, individually or in the aggregate, would reasonably be

expected to result in a rate adjustment with an impact of $15,000 or more, in the aggregate, on the costs allocated to the Company’s

Government Contracts.

(n) The Company

has, in the past five (5) years, complied in all material respects with all applicable requirements relating to the safeguarding of

and access to classified information, including, but not limited to, those specified in NISPOM and any other applicable national

security requirements. No written or, to the Seller’s Knowledge, oral notice of revocation, suspension or invalidation from

the DCSA or any other Governmental Entity has been issued as of the date hereof or remains unresolved with respect to any such

Facility Security Clearance and, no event, condition or omission has occurred or exists that would be reasonably likely to

constitute grounds for such action or notice. The employees of the Company possess all Personnel Security Clearances required to

perform the applicable Current Government Contracts and the Company possesses all Facility Security Clearances required to perform

the applicable Current Government Contracts. Except to the extent disclosure thereof is prohibited by applicable Law, Schedule

3.13(n) sets forth a list of all Personnel Security Clearances and Facility Security Clearances held by the Company that is

true, correct and complete. For each Facility Security Clearance listed on Schedule 3.13(n), the Company holds, to the extent

applicable, at least a “satisfactory” rating from the DCSA or any other cognizant security agency under the NISPOM, or

has achieved at least a “satisfactory” rating on any self-inspection performed by the Company in lieu of a rating from

the DCSA or any other cognizant security agency under the NISPOM. The Company has sufficient employees with Personnel Security

Clearances reasonably necessary for the Business as currently conducted.

(o) Neither

the Company, nor any of the Company’s officers, managers, employees or agents, has violated the Covenant Against Contingent Fees,

FAR 52.203-5, or 11 U.S.C. § 2306, 41 U.S.C. § 3901. No person or agency has been employed or retained by the Company to solicit

or obtain any Government Contract upon an agreement or understanding for a contingent fee, except a “bona fide employee” or

“bona fide agency” as those terms are defined in 48 C.F.R. § 52.203-5.

(p) Neither

the Company, nor any of the Company’s officers, directors, managers, employees, or agents, has materially violated any legal, administrative

or contractual restriction concerning the employment of (or discussions concerning possible employment with) current or former officials

or employees of a Governmental Entity (regardless of the branch of government), including the so-called “revolving door” restrictions

set forth at 18 U.S.C. § 207.

(q) The

Company has a satisfactory record of “business ethics and integrity,” as such phrase is used in FAR 9.104-1(d). The Company

maintains systems of internal controls (including, but not limited to, accounting systems and estimating systems) that are in compliance

in all material respects with all requirements of each Government Contract and applicable Laws and regulations. Without limiting the foregoing,

the practices and procedures used by the Company in estimating costs and pricing proposals and accumulating, recording, segregating, reporting

and invoicing costs are in compliance in all material respects with all applicable provisions of the FAR Part 31 cost principles and the

FAR Part 99 Cost Accounting Standards. The Company has developed and implemented, as required, a government contracts compliance program

in compliance with FAR Subpart 3.10 and FAR 52.203-13, which includes corporate policies and procedures to ensure compliance with applicable

government procurement statutes, regulations and contract requirements.

(r) The

Company has not had access to non-public information nor provided systems engineering, technical direction, consultation, technical evaluation,

source selection services or services of any type, nor prepared specifications or statements of work, nor engaged in any other conduct

that, in each case, would create, in any procurement entered into prior to Closing, an organizational conflict of interest for the Company,

as defined in FAR Subpart 9.5 and applicable Government Accountability Office and U.S. Court of Appeals for the Federal Circuit case law.

With respect to each Government Contract, the Company is in compliance in all material respects with all applicable Laws regarding “organizational

conflicts of interest,” and the Company has established an organizational conflict of interest mitigation plan when required by

the Government Contract or requested by a Governmental Entity. There are no organizational conflicts of interest mitigation plans established

by the Company, or to which the Company is otherwise subject, in connection with any of the Company’s Government Contracts. There

is no work or, to the Seller’s Knowledge, future business opportunities, from which the Company is currently materially limited,

prohibited or otherwise restricted from performing under or bidding on due to organizational conflicts of interest (as defined by FAR

Subpart 9.5) or contract terms or provisions to which the Company is otherwise subject in connection with any Government Contract.

(s) The

Company has not assigned or otherwise conveyed or transferred, or agreed to assign, to any Person, any Government Contracts, or any account

receivable relating thereto, whether a security interest or otherwise.

(t) The

Company has no outstanding Government Bids that, if accepted or a contract relating thereto is awarded to the Company, is expected to

result in a material loss to the Company at the conclusion of the awarded contract. The Company is not party to any Government Contract

that has not yet been closed out or remains subject to audit that is expected to result in a material loss to the Company at the conclusion

of the Government Contract.

(u) The

Company has complied in all material respects with the data security, cybersecurity, and physical security systems and procedures required

by its Government Contracts and applicable Law. In the past five (5) years, the Company has not had or experienced any breach of data

security or cybersecurity, whether physical or electronic. Any data security, cybersecurity or physical security breach related to any

Government Contract has been reported to the necessary Governmental Entity or higher tier contractor, as required by the terms of the

Government Contract or applicable Law.

(v) Schedule

3.13(v) contains a list of all government-owned property at the Company’s facilities, including tooling and test equipment,

provided under, necessary to perform the obligations under, or for which the Company is accountable under the Government Contracts, that

is true, correct and complete. All such government-owned equipment is administered, maintained, identified, tracked, used, managed, accounted

for and disposed of by the Company in accordance with applicable Laws and requirements of associated Government Contracts and is substantially

in the condition described therein.

(w) All

Company Intellectual Property Rights were developed exclusively at private expense by employees of the Company in the scope of their employment,

and the Company has not delivered or granted, agreed to deliver or grant, or entered into any Government Contract that requires the delivery

or granting to any Governmental Entity of: (i) any source code that constitutes Company Intellectual Property Rights; (ii) unlimited or

government purpose rights (as defined in FAR 52.227-14, DFARS 252.227-7013, DFARS 252.227-7014 or similar clauses, and except as may be

granted upon expiration of the SBIR protection period in accordance with FAR 52.227-20 or DFARS 252.227-7018) in the Company Intellectual

Property Rights or any portion thereof; or (iii) ownership of any portion of the Company Intellectual Property Rights. The Company is

not using any Intellectual Property Rights developed under any Government Contracts without having obtained the necessary prior permission

of the applicable Governmental Entity, prime contractor, higher-tier subcontractor or any other person or entity. The Company has substantially

taken all steps required under any Government Contract and applicable Laws to assert, protect and support the Company’s rights in

technical data, computer software, computer software documentation, inventions and other Intellectual Property Rights so that no more

than the minimum rights or licenses required under applicable Laws and Government Contract terms will have been provided to the receiving

party or the Governmental Entity. Without limiting the foregoing, the Company has timely disclosed and elected title to all subject inventions,

timely listed all technical data and computer Software to be furnished with less than unlimited rights in any required assertions table,

and included the proper and required restrictive legends on all copies of any technical data, computer software, computer software documentation,

and other Intellectual Property delivered under any Government Contract. All such markings and rights were properly asserted and justified

in all material respects under the Government Contracts, and no Governmental Entity, prime contractor, or higher-tier subcontractor has

challenged in writing or, to the Seller’s Knowledge, orally or, to the Seller’s Knowledge, has any reasonable basis for challenging,

the markings and rights asserted by the Company. The Company maintains records sufficient to justify the validity of all restrictions

the Company asserts, has asserted, or would assert prior to execution of any Government Contract, on a Governmental Entity’s use,

release, or disclosure of technical data, Software, or Software documentation, and all associated markings.

(x) The

Company has not undergone any Defense Contract Management Agency (“DCMA”) (or other cognizant audit agency or entity)

audit of any system during the past five (5) years that has caused DCMA to conclude that the Company has failed to comply with applicable

Laws, or resulted in any disputes between the Company and DCMA regarding compliance that have resulted in the assessment of penalties,

withholdings, reimbursement, or other cost adjustments equal to or exceeding $150,000. During the past five (5) years, the Company has

maintained proper policies and procedures to comply with DFARS 252.244-7001 or DFARS 252.244-7003.

(y) The

Company is and has been in compliance in all material respects with the requirements of section 889(a)(1)(B) of the John S. McCain National

Defense Authorization Act (NDAA) for Fiscal Year (FY) 2019, and any representations or certifications made or submitted by or on behalf

of the Company in connection with the Company’s compliance with FAR 52.204-24, Representation Regarding Certain Telecommunications

and Video Surveillance Services or Equipment and FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment, were true and accurate at the time of submission and the Company has complied in all material aspects with such

certifications.

(z) All

personnel of the Company who performed or are currently performing under any Government Contract met or meet in all material respects

all express qualification requirements for the labor categories under which they have been charged, or are being charged, or a related

customer approval or waiver has been obtained. All personnel of the Company listed in any Government Contract or Government Bid meet all

applicable requirements set forth in the applicable solicitation. The Company has not replaced any personnel performing a Current Government

Contract without obtaining all required approvals from the applicable party whose consent is required for replacement of personnel.

Section 3.14 Real Property.

(a) The

Company does not own, nor has the Company ever owned, any real property.

(b) Schedule

3.14(b) sets forth a true, correct and complete list of (i) all real property that is leased, subleased or licensed to the Company

or which the Company otherwise has a right or option to use or occupy, together with all structures, facilities, fixtures, systems, improvements

and items of property previously or currently located thereon, or attached or appurtenant thereto, and all easements, rights and appurtenances

relating to the foregoing (the “Leased Real Property”); and (ii) all leases, subleases, licenses or other occupancy

agreements of real property (together with all amendments, modifications, extensions, renewals, guarantees and other agreements with respect

thereto) to which the Company is a party (as lessee, sublessee, licensee, sublessor, licensor or lessor) (the “Leases”).

The Company holds a valid, binding and enforceable leasehold interest to all Leased Real Property purported to be leased, sublet, licensed

or otherwise occupied by the Company, subject to the Enforceability Exception, free of any Liens other than Permitted Liens. The Leased

Real Property constitutes all of the real estate used or occupied by the Company, and no other real estate is necessary for the continued

conduct of the business by the Company, and the Leases constitute all of the leases under which the Company holds a leasehold interest.

respect to the Leased Real Property, (i) the Company’s possession and quiet enjoyment of the Leased Real Property under such Lease

has not been disturbed, and there are no disputes with respect to such Lease, (ii) there is no default or breach by the Company nor, to

the Seller’s Knowledge, any other party thereto, under any of the covenants, conditions, restrictions, rights-of-way or easements

which may materially affect the Leased Real Property, the permanent structural improvements located thereon, or any portion(s) thereof

which require performance or compliance by the owner of the Leased Real Property, to the Seller’s Knowledge, and no condition or

circumstance exists which with the giving of notice or the passage of time or both would constitute a material default or breach by the

Company nor, to the Seller’s Knowledge, any other party thereto, under any such covenants, conditions, restrictions, rights-of-way

or easements, (iii) the Company has not assigned, subleased, licensed or otherwise granted any Person the right to use or occupy such

Leased Real Property or portion thereof, (iv) the Company has not collaterally assigned, mortgaged, deeded in trust or granted any other

security interest in such Lease or any interest therein, (v) no security deposit or portion thereof deposited with respect to such Lease

has been applied in respect of a breach or default under such Lease which has not been redeposited in full, (vi) all work required to

be performed under such Lease by the landlord thereunder or by the Company or any other party thereto has been substantially performed,

and to the extent that the Company is responsible for the payment of such work, has been fully paid, (vii) no profit sharing, recapture,

or other obligation, restriction or cancellation of any option under such Lease will arise as a result of the transactions contemplated

by this Agreement, and (viii) the Company does not owe any brokerage commission in connection with such Lease.

(d) No

parcel of Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise

taken by any public authority with or without compensation therefor, nor, to the Seller’s Knowledge, has any such condemnation,

expropriation or taking been proposed or threatened. There are no structural defects or other material defects or, to the Seller’s

Knowledge, deferred maintenance in the material improvements, including, but not limited to, the roof of the buildings located on the

Leased Real Property, or any material defect or, to the Seller’s Knowledge, deferred maintenance in the plumbing, electrical, mechanical,

heating, ventilation or air-conditioning systems or other systems at the Leased Real Property.

Section 3.15 Taxes.

(a) All

Tax Returns required to be filed by the Company have been duly and timely filed (taking into account any valid extensions) and all such

Tax Returns are true, correct and complete in all material respects. All Taxes required to be paid by the Company (whether or not shown

to be due and owing on any Tax Return) have been timely paid. No written claim has ever been made by any Taxing Authority in a jurisdiction

where the Company does not pay Taxes or file Tax Returns that the Company is or may be subject to Tax by that jurisdiction. All Tax distributions

required to be paid by the Company have been paid.

(b) Schedule 3.15(b)

is an accurate and complete listing of all of the jurisdictions that impose Taxes on the Company or in which the Company has a duty to

file Tax Returns.

Company has duly and timely withheld all amounts required to be deducted or withheld and has timely paid to the applicable Taxing Authorities

all such deducted or withheld amounts in accordance with applicable Law. The Company has at all times (i) correctly classified those Persons

performing services as common law employees, leased employees, independent contractors, partners or agents of the Company for Tax purposes,

and (ii) complied with all reporting and record keeping requirements related thereto, including filing of IRS Forms W-2 and 1099 (or other

applicable forms).

(d) There

is no Lien for Taxes upon any of the assets of the Company other than Liens for Taxes that are not yet due and payable. No Taxing Authority

has threatened in writing that it is in the process of imposing any Lien for Taxes on any assets of the Company.

(e) No

actions, audits, examinations, claims, administrative proceedings or court proceedings (each, a “Tax Contest”), with

regard to Taxes or Tax Returns of the Company are currently pending, ongoing or to the Seller’s Knowledge have been threatened,

and all deficiencies asserted or assessments made against the Company, if any, as a result of any Tax Contest have been duly and timely

paid in full.

(f) The

Company has not requested, offered to enter into or entered into any agreement or other arrangement, or executed any waiver, providing

for any extension of time within which (i) to file any Tax Return for which the Company is or may be liable for Taxes, (ii) to file any

elections, designations or similar filings relating to Taxes of the Company, (iii) to pay or remit any Taxes or amounts on account of

Taxes for which the Company is or may be liable or (iv) pursuant to which any Taxing Authority may assess or collect Taxes for which the

Company is or may be liable, in each case which extension remains in effect.

(g) The

Company (i) has not been a member of an affiliated, consolidated, combined or unitary group for Tax purposes and (ii) has no Liability

for the Taxes of any other Person as a transferee or successor, by Contract, operation of Law or otherwise (other than pursuant to this

Agreement or commercial Contracts entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes).

The Company is not a party to or bound by any Tax indemnification, allocation, sharing agreement or other similar arrangement (whether

or not written), excluding this Agreement and Contracts entered into in the ordinary course of business the primary purpose of which is

unrelated to Taxes.

(h) At

all times since January 1, 2006 and continuing until the day immediately prior to the Contribution, the Company was a validly electing

“S corporation” within the meaning of Sections 1361 and 1362 of the Code and any analogous provision of state or local law.

Since January 1, 2006, no actions have been taken by the Company, the Seller or otherwise to cause the Company to cease to so qualify

as an S corporation (other than the consummation of the Reorganization). The Company has not acquired any assets in the last five years

from a corporation that was taxable as a C corporation in a transaction in which the Company’s Tax basis of the acquired asset is

determined, in whole or in part, with reference to the Tax basis of the acquired asset in the hands of a C corporation. The Company is,

and has been since June 19, 2026, a entity disregarded as separate from its owner (within the meaning of Treasury Regulations Section

301.7701-3(b)(1)(ii)) for U.S. federal and applicable state income tax purposes. The Reorganization was consummated at the times described

in, and in all respects in accordance with the description of, the Reorganization set forth in the recitals to this Agreement.

(i) The

Company (and Buyer, with respect to its interest in the Company after Closing) will not be required to include any item of income in,

or exclude any item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result

of any: (i) change in method of accounting by the Company for Tax purposes on or prior to the Closing Date (other than as may arise from

the transactions contemplated by this Agreement), (ii) use of an improper method of accounting or the cash method of accounting by the

Company for a Tax period ending on or prior to the Closing Date, (iii) “closing agreement” as described in Section 7121 of

the Code (or any similar provision of state, local or non-U.S. Law) executed by the Company prior to the Closing, (iv) installment sale

or open transaction disposition made by the Company prior to the Closing, (v) prepaid amount received, or deferred revenue or account

receivable accrued, by the Company on or prior to the Closing Date, or (vi) election made by the Company pursuant to Section 965(h) of

the Code on or prior to the Closing Date.

(j)

The Company has never had a permanent establishment (within the meaning of an applicable Tax treaty) or office or fixed place of business

in a jurisdiction outside of the United States.

(k) The

Company has properly (i) collected and remitted sales, use, valued added and similar Taxes with respect to sales or leases made or services

provided to its customers and (ii) for all sales, leases or provision of services that are exempt from sales, use, valued added and similar

Taxes and that were made without charging or remitting sales, use, valued added or similar Taxes, received and retained any appropriate

Tax exemption certificates and other documentation qualifying such sale, lease or provision of services as exempt.

(l) The

Company has not been a party to any “listed transaction” within the meaning of Section 6707A(c) of the Code or Treasury

Regulation Section 1.6011-4.

(m) The

Company has not deferred any Taxes pursuant to Section 2302 of the CARES Act that will be unpaid as of the Closing Date. The Company has

not claimed any “employee retention credit” pursuant to Section 2301 of the CARES Act.

(n) The

Company has not made any SALT Election.

(o) For

purposes of this Section 3.15, any reference to the Company shall be deemed to include any Person that merged with or was liquidated

or converted into the Company.

Section 3.16 Insurance.

Schedule 3.16 sets forth a complete and correct list of all insurance policies or binders for which the Company is a policyholder

or which covers the Business or any assets of the Company (“Insurance Policies”), all of which have been made available

to Buyer. All Insurance Policies: (i) are valid, binding and in full force and effect (subject to the Enforceability Exception) in accordance

with their terms and all premiums with respect thereto covering all periods up to and including the Closing Date have been paid when

due; (ii) do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Company; (iii)

have been continuously in force (i.e., no gaps in coverage) since January 1, 2023; and (iv) are of the type and in the amounts

customarily carried by Persons conducting a business similar to the Business and are sufficient for compliance with all applicable Laws

and Material Contracts to which the Company is a party or by which it is bound. The Company has not received any written notice of cancellation,

material change in premium or denial of renewal in respect of any of the Insurance Policies. The Company is not in material default with

respect to its obligations under any of the Insurance Policies. The Company has not received notice of denial of coverage or that any

insurer is questioning or disputing coverage with respect to a claim submitted under any of the Insurance Policies or defending under

a reservation of rights clause. No coverage provided by any of the Insurance Policies will terminate or lapse by reason of the consummation

of the transactions contemplated by this Agreement. Except as set forth in Schedule 3.16, the Company does not have any self-insurance

or co-insurance programs. All claims of the Company for which insurance coverage would have been available have been properly tendered

to the applicable insurance provider.

Section 3.17 Finders’

Fees. There is no fee or commission payable by any Seller Party or the Company or any of their respective Affiliates to any investment

banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of any Seller Party or the Company

or any of their respective Affiliates in connection with the transactions contemplated hereby.

Section 3.18 Absence of

Certain Changes or Events. Except for the Reorganization, as set forth in Schedule 3.18 or as otherwise contemplated hereby,

since January 1, 2026, there has not been or occurred a Material Adverse Effect with respect to the Company. Except as otherwise contemplated

hereby (including the Reorganization), since January 1, 2026, the Company has conducted the Business in the ordinary course of business

consistent with past practice.

Section 3.19 Environmental

Matters. Except as set forth in Schedule 3.19:

(a) There

has been no Release by the Company or, to the Seller’s Knowledge, any other Person of, or exposure of any Person to, Hazardous Materials

at any real property currently or formerly owned, leased or operated by the Company or at any real property which the Company conducts

or has conducted any operations or at any location at which Hazardous Materials generated by or on behalf of the Company or for which

the Company has arranged for disposal have come to be located, in each case which could form the basis for the assertion against the Company

of any material Liability or obligation pursuant to Environmental Law.

(b) The

Company has not manufactured, stored, released, buried, disposed of, or located Hazardous Material on any property owned, leased or operated

by the Company, and the Company has not contracted with any Person to dispose of any Hazardous Material at any property, in each case,

in a manner that would reasonably be expected to give rise to any Liability or obligation under applicable Environmental Laws.

are no present or past actions, activities, circumstances, conditions, events or incidents, including any Release or threatened Release,

related to Hazardous Materials, that is reasonably likely to form the basis for the assertion of any material Liability against the Company,

or, to the Seller’s Knowledge, against any predecessor thereof.

(d) Since

January 1, 2023 (or, prior to such time, that is currently pending or unresolved), the Company has not received a written notice, letter,

request for information, notice of claims, or demand asserting that it is or may be liable for any investigation, cleanup, remediation

or similar activities (or the costs thereof) with respect to any Release or threatened Release of or exposure to a Hazardous Material

or violation of Environmental Law.

(e) The

Company has not assumed by Contract (including indemnity agreement) or operation of Law any material Liability of another Person under

Environmental Law.

(f) To

the Seller’s Knowledge, neither any real property currently or formerly owned or occupied by the Company nor, to the Seller’s

Knowledge, any waste disposal facilities utilized by the Company are (i) subject to any Liability for which the Company could be named

as a potentially responsible party in connection with any Environmental Laws or (ii) subject to the corrective action provisions of the

federal Resource Conservation and Recovery Act, 42 USC 6901 et seq., or any similar state Environmental Laws.

(g) To

the Seller’s Knowledge, none of the following exists at any property owned or occupied at any time by the Company: underground or

above-ground storage tank systems; asbestos-containing material; lead paint; materials or equipment containing polychlorinated biphenyls;

wetland (including any former wetland that has been filled); or landfills, surface impoundments, waste piles or disposal areas.

(h) The

Company has provided to Buyer true, correct, and complete copies of all environmental reports, audits, Governmental Authorizations required

to be maintained by the Company pursuant to Environmental Laws, claim notices and other documents in the possession or control of the

Seller Parties or the Company that are material to a reasonable understanding of the Liability of the Company pursuant to Environmental

Law.

Section 3.20 Permits

and Licenses. Schedule 3.20 sets forth a correct and complete list of the Governmental Authorizations required for the

Company to operate the Business in compliance with applicable Law, including the Company’s FCL and all employee Personnel

Security Clearances. The Governmental Authorizations set forth or required to be set forth in Schedule 3.20 are held by the

Company and are valid and in full force and effect (subject to the Enforceability Exception). The Company is not in material default

under, and no condition exists that with notice or lapse of time or both would be reasonably likely to constitute a material default

under, such Governmental Authorizations. No grounds exist for the cancellation, revocation, suspension, limitation or renewal with

materially different terms of any of such Governmental Authorizations. Where necessary for the renewal or reissuance of such

Governmental Authorizations, all appropriate filings and registrations have been timely submitted to the appropriate Governmental

Entity. None of such Governmental Authorizations will be terminated or impaired or become terminable, in whole or in part, and no

new Governmental Authorization will be required to be obtained to continue the Business as it has been conducted in the year prior

to the Closing Date, as a result of the consummation of the transactions contemplated hereby.

Section 3.21 Related Party

Transactions. Except (a) for this Agreement and the Ancillary Agreements and the transactions contemplated hereby or thereby, (b)

for any Benefit Plan or other compensatory arrangements with employees (but not consultants or other service providers) in the ordinary

course of business and (c) for the direct and indirect ownership of the Purchased Securities, no Seller Party or any officer, director,

equityholder or Affiliate of any Seller Party or the Company is a party to any Material Contract or other business arrangement or transaction

with, or has any interest in any material assets or property owned or used by, the Company. No Seller Party or any officer, director,

equityholder or Affiliate of any Seller Party has engaged in any transaction with the Company outside the ordinary course of business

between the date hereof and the Closing.

Section 3.22 Customers

and Suppliers.

(a) Schedule

3.22(a) sets forth a list of each of the 10 largest customers of the Company as measured by the dollar value of revenue received from

such customers for the fiscal years ended December 31, 2024 and December 31, 2025 (collectively, the “Top Customers”).

No Top Customer has materially modified or terminated its relationship with the Company or has materially decreased (except for decreases

occurring in the ordinary course of business consistent with past practice) its services with the Company, and to the Seller’s Knowledge,

no Top Customer has threatened any action or given the Company notice of material modification or termination or intent to materially

modify or terminate its relationship with the Company.

(b) Schedule

3.22(b) sets forth a list of the 10 largest suppliers of the Company as measured by the dollar value of net purchases from such suppliers

for the fiscal years ended December 31, 2024 and December 31, 2025 (the “Top Suppliers”). No Top Supplier has materially

modified or terminated its relationship with the Company or has materially decreased (except for decreases occurring in the ordinary course

of business consistent with past practice) its services, supplies, materials or finished products to the Company, and to the Seller’s

Knowledge, no Top Supplier has threatened any such action or given the Company notice of material modification or termination or intent

to materially modify or terminate its relationship with the Company.

Section 3.23 Bank Accounts.

Schedule 3.23 contains a complete list of each bank, financial institution and brokerage company in which the Company has an account

together with the type of account, account number and the names of all Persons authorized to draw thereon or have access thereto. No

Seller Party (or any other Person) holds any bank, financial or other account that is used for the business of the Company.

Section 3.24 Warranty.

Schedule 3.24 sets forth (i) a list of all forms of written warranties and guarantees provided by the Company in respect of any

products or services that are currently in effect or for which there is or may be any existing or future Liability (the “Warranty

Obligations”) and the duration of each such Warranty Obligation and (ii) each Warranty Obligation that is subject to any dispute

or, to the Seller’s Knowledge, threatened dispute. There have not been any material deviations from the Warranty Obligations.

ARTICLE

REPRESENTATIONS AND WARRANTIES OF BUYER

As an inducement to the Seller Parties to enter into this Agreement

and consummate the transactions contemplated hereby, Buyer hereby represents and warrants to the Seller Parties that the following representations

and warranties are correct and complete as of the date hereof and as of the Closing Date (unless expressly given as of an earlier date,

in which case, such representation and warranty is true and correct as of such date).

Section 4.1 Organization

and Qualification. Buyer is a corporation duly formed, validly existing and in good standing under the Laws of the State of Colorado

and has all requisite power and authority to own and operate Buyer’s properties and assets and to carry on Buyer’s business

as currently conducted.

Section 4.2 Authorization.

Buyer has requisite power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which Buyer is

a party, and to perform Buyer’s obligations and consummate the transactions contemplated hereunder and thereunder. The execution,

delivery and performance by Buyer of this Agreement and each of the Ancillary Agreements to which Buyer is a party, and the consummation

of the transactions contemplated hereunder and thereunder, has been duly and validly authorized by Buyer and no additional limited liability

company authorization by Buyer is required in connection therewith.

Section 4.3 Binding Effect.

This Agreement and each of the Ancillary Agreements to which Buyer is a party, when executed and delivered by Buyer (assuming the due

authority, execution and delivery by the counterparties thereto), constitutes a valid and legally binding obligation of Buyer, enforceable

against Buyer in accordance with their respective terms, except as enforceability may be limited by the Enforceability Exception.

Section 4.4 Non-Contravention.

The execution, delivery and performance by Buyer of this Agreement and each of the Ancillary Agreements to which Buyer is a party, and

the consummation of the transactions contemplated hereby and thereby, do not (a) violate any provision of the Organizational Documents

of Buyer, (b) conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification

or acceleration (whether after the filing of notice or the lapse of time or both) of any material right or obligation of Buyer under,

or result in a loss of any material benefit to which Buyer is entitled under, any Contract to which Buyer is a party or (c) violate or

result in a breach of or constitute a default under any Law or Governmental Authorization to which Buyer or Buyer’s Affiliates

are subject, in each case in a manner that would reasonably be expected to impair Buyer’s ability to consummate the transactions

contemplated by this Agreement.

Section 4.5 Litigation.

There are no outstanding Litigation, orders, injunctions, decrees or any other judgment of any kind, or to Buyer’s actual knowledge

threatened against Buyer, and Buyer is not subject to any outstanding Litigation, orders, injunctions, decrees or any other judgment of

any kind, in each case that would have the effect of preventing, delaying or making illegal or otherwise interfering with the transactions

contemplated under this Agreement.

Section 4.6 Investment.

Buyer is acquiring the Purchased Securities for Buyer’s own account, for investment purposes only, and not with a view to any resale

or public distribution thereof. Buyer is an “accredited investor” as defined under Rule 501(a) of Regulation D promulgated

under all federal securities laws of the United States, including the Securities Act of 1933 (the “Securities Act”), and Buyer’s financial condition is such that the acquisition of the Purchased Securities will not adversely

affect Buyer’s present or future ability to provide for Buyer’s financial needs. Buyer has independently evaluated the merits

and risks of Buyer’s investment and has not relied on any representation or warranty of the Seller Parties or their representatives

other than those expressly set forth in this Agreement. Buyer understands that the Purchased Securities have not been registered under

the Securities Act or any state securities Laws and are being sold in reliance on exemptions from registration. Buyer further understands

that the Purchased Securities may not be sold, transferred, or otherwise disposed of unless such sale or transfer is registered or exempt

from registration under applicable securities Laws.

Section 4.7 Sufficiency

of Funds. Buyer has sufficient cash on hand, or other sources of immediately available funds, to meet its Closing obligations as set

forth in Section 2.2.

Section 4.8 FCL Readiness.

Buyer meets, and shall continue to meet, immediately following the Closing, all DCSA requirements to maintain or sponsor the Facility

Security Clearances. There is no existing information, fact, condition, or circumstance that would reasonably be expected to cause Buyer

to lose the ability to maintain or sponsor any Facility Security Clearance.

Section 4.9 Finder’s

Fees. Buyer has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions

contemplated by this Agreement for which the Seller Parties could become liable or obligated.

ARTICLE

COVENANTS

Section 5.1 Public Disclosure;

Further Cooperation.

(a) Notwithstanding

anything to the contrary contained in this Agreement, except as may be required to comply with the requirements of any applicable Law,

including in connection with the Regulatory Approvals (in which case, the party making such press release or public announcement or communication

shall provide the other party with reasonable advance notice and a reasonable opportunity to review and comment, if legally permissible),

from and after the date hereof, no party hereto shall make any press release or similar public announcement or public communication relating

to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, unless specifically approved in writing

in advance by Buyer and the Seller, which approval shall not be unreasonably withheld, conditioned or delayed.

(b) After

the Closing, the Seller Parties, Buyer, and each of their respective Affiliates shall execute and deliver, or shall cause to be executed

and delivered, from time to time such further documents and instruments of conveyance and transfer, and shall take such other actions

as each Seller Party or Buyer may reasonably request, for carrying out the purposes of this Agreement and the Ancillary Agreements.

Section 5.1 shall survive the Closing in accordance with its terms.

Section 5.2 Release.

Effective as of the Closing, each Seller Party, for such Seller Party and all of such Seller Party’s respective Affiliates, and

each of their respective permitted assigns, heirs and Representatives, fully and unconditionally releases, acquits and forever discharges

Buyer (and all of Buyer’s Affiliates and Representatives), the Company and each of Buyer’s and the Company’s respective

past, present and future officers, directors, members, managers, equity holders, partners (general and/or limited) and employees, and

the respective successors and permitted assigns and Affiliates and Representatives of each of the foregoing (in each case, other than

the Seller Parties), in their capacities as such (collectively, the “Released Parties”), from any and all manner of

Losses, Liabilities, bonds, bills, covenants, compensation, contracts, controversies, omissions, promises, variances, trespasses, judgments,

executions or other relief, whether known or unknown, matured or unmatured, suspected or unsuspected, fixed, contingent or otherwise,

whether in law or equity which such Seller Party or such Seller Party’s respective Representatives or Affiliates ever had, now

have or which such Seller Party, or such Seller Party’s Representatives or Affiliates hereafter can, shall or may have, against

the Released Parties (each claim referred to in this sentence, a “Released Claim”), and agrees not to bring or threaten

to bring or otherwise join in any Released Claim against the Released Parties or any of them, relating to, arising out of or in connection

with any facts or circumstances relating to the Seller Parties which occurred prior to the Closing. The foregoing notwithstanding, none

of the Seller Parties, nor their respective Representatives or Affiliates is releasing or discharging the Released Parties from (a) the

obligations and agreement of the Released Parties, if any, expressly pursuant to this Agreement or any other Ancillary Agreement, in

each case, on the terms and conditions set forth herein and therein, or (b) any rights or claims arising prior to the Closing for employment

compensation, employee benefits, or expense reimbursement unpaid as of the Closing to the extent reflected in the Estimated Closing Balance

Sheet. Each Seller Party, for such Seller Party and on behalf of such Seller Party’s Representatives and Affiliates, agrees that

such Seller Party shall not commence or institute any Litigation, arbitration or any other legal proceedings of any kind whatsoever,

in law or equity, or assert any Released Claim, except as provided in this Section 5.2.

Section 5.3 Indemnification.

(a) Indemnification

by the Seller Parties. Subject to the terms of this Section 5.3, from and after the Closing, each Seller Party, jointly and

severally, shall indemnify and hold harmless Buyer, Buyer’s Affiliates (including the Company), and each of Buyer’s and Buyer’s

Affiliates’ respective Representatives (the “Buyer Indemnified Parties”), and shall reimburse the Buyer Indemnified

Parties for any Losses arising from or in connection with:

(i) any

breach or inaccuracy of any representation or warranty made by any Seller Party or the Company in (A) this Agreement, (B) any Ancillary

Agreement, or (C) any other certificate, document, writing or instrument delivered by the Seller Parties or the Company pursuant to this

Agreement or any Ancillary Agreement;

(ii) (A)

any breach of or failure to perform or comply with any covenant or obligation of the Seller Parties in this Agreement, in any Ancillary

Agreement, or in any other certificate, document, writing or instrument delivered by the Seller Parties pursuant to this Agreement or

(B) any breach of or failure to perform or comply with any covenant or obligation of the Company in this Agreement, in any Ancillary Agreement,

or in any certificate, document, writing or instrument delivered by the Company pursuant to this Agreement;

(iii) any

Transaction Expenses and/or Indebtedness to the extent such amount was not expressly included in the Final Adjustment Statement;

(iv) any

Indemnified Taxes; and

(v) any

matter set forth on Schedule 5.3(a)(v).

(b) Indemnification

by Buyer. Subject to the terms of this Section 5.3, from and after the Closing, Buyer will indemnify and hold harmless the

Seller Parties, their Affiliates and each of their respective Representatives (the “Seller Indemnified Parties”), and

will reimburse the Seller Parties, for any Losses arising from or in connection with:

(i) any

breach or inaccuracy of any representation or warranty made by Buyer in (A) this Agreement, (B) any Ancillary Agreement, or (C) in any

certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement or any Ancillary Agreement; and

(ii) (A)

any breach of or failure to perform or comply with any covenant or obligation of Buyer in this Agreement, any Ancillary Agreement, or

in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement or (B) any breach of or failure

to perform or comply with any covenant or obligation of the Company in this Agreement, in any Ancillary Agreement, or in any other certificate,

document, writing or instrument delivered by the Company pursuant to this Agreement.

purposes of calculating the amount of any Loss arising from such breach, the representations and warranties set forth in this Agreement

shall be read without regard to any materiality or similar qualifications that may be contained herein as if such qualification were deleted

from such representation or warranty.

(d) Indemnification

Procedures. Each Indemnified Party shall assert any claim on account of any Losses (an “Indemnification Claim”) by giving

the Indemnifying Party written notice thereof reasonably promptly following the Indemnified Party’s discovery of the applicable

Losses reasonably likely to give rise to a claim under this Section 5.3. Such notice by the Indemnified Party shall describe the Indemnification

Claim in reasonable detail and indicate the estimated amount, if reasonably estimable, of Losses that have been or may be sustained by

the Indemnified Party; provided that the failure to timely give such notice shall not affect the rights of an Indemnified Party hereunder

unless such failure has a material and prejudicial effect on the defenses or other rights available to the Indemnifying Party with respect

to such Indemnification Claim. In Buyer’s sole discretion, any Indemnification Claim by the Buyer Indemnified Parties that is not

promptly satisfied by the Seller Parties may be settled either by (i) a cash payment from the Seller Parties; or (ii) cancellation or

redemption of all or a portion of the Restricted Stock Consideration.

(e) Survival.

The representations and warranties contained in this Agreement and any claims for indemnification of Losses in respect thereof pursuant

to this Section 5.3 shall survive the Closing and shall continue in full force and effect for the period until the date that is

18 months after the Closing Date, at which time they shall terminate and be of no further force or effect; provided, however,

that (i)(A) Fundamental Representations (other than the representations and warranties in Section 3.15), (B) Fraud, and (C) the matters

set forth on Sections 5.3(a)(iii) and (v) shall survive until the six (6)-year anniversary of the Closing Date, (ii) the

representations and warranties set forth in Section 3.10 (Intellectual Property; Data Privacy and Security), Section 3.11 (Employee Benefits),

Section 3.12 (Employment Matters), Section 3.13(c) (Government Contracts), shall survive until the two (2)-year anniversary of the Closing

Date (iii) the matters set forth in Section 5.3(a)(iv) and the representations and warranties in Section 3.15 shall survive until

sixty (60) days after the expiration of the applicable statute of limitations for the applicable underlying claim, including any extensions

or waivers thereof, and (iv) the covenants and agreements herein or hereunder shall survive the Closing in accordance with their respective

terms until performed or, if no period is specified in such covenant or agreement, for the period until the date that is five years after

the Closing Date. If at any time prior to the end of the applicable survival period any claim for indemnification is asserted, such claim

shall survive until finally resolved by agreement among the parties or by decision of a court of competent jurisdiction from which no

further appeal may be taken. The parties specifically and unambiguously intend that the survival periods that are set forth in this Section

5.3(e) shall replace any statute of limitations that would otherwise be applicable and any corresponding indemnity obligation shall terminate

concurrently with the expiration of such applicable survival or termination date set forth in this Section 5.3.

(f) Limitations

on Indemnification. The Indemnified Parties shall not be entitled to be indemnified for Losses pursuant to Section 5.3(a)(i)

unless and until the aggregate amount of all such Losses exceeds $75,000 (the “Deductible”). If the Deductible is exceeded,

the Buyer Indemnified Parties shall be entitled to all Losses in excess of the Deductible up to an amount not to exceed $1,500,000

(the “Cap”), subject to the limitations on recovery and recourse set forth in this Agreement. The Deductible and the

Cap shall not apply to claims arising under or with respect to any Fundamental Representations, Section 3.10(c) (IP ownership), Sections

5.3(a)(ii) through (v), or Fraud by the Seller Parties or the Company in connection with this Agreement or the transactions

contemplated hereby; provided, however, that notwithstanding anything in this Section 5.3(f) to the contrary, except

in the case of claims for Losses with respect to Fraud, in no event will the aggregate indemnification amounts paid by the Seller Parties

under Section 5.3(a) exceed the sum of (I) $3,000,000, plus (II) the aggregate amount of Revenue Share Payments actually paid to

the Owners. This Agreement shall not permit duplicative indemnifications or claims or rights of offset in respect of the same Loss or

any component thereof if more than one provision of this Agreement gives rise to an indemnification obligation, claim or right of offset

with respect to the same Loss, including any duplication for an indemnification obligation, claim or right of offset or adjustment under

Section 2.8 in respect of the same.

(g) Right

of Set-off. Notwithstanding anything herein to the contrary, Buyer shall have the right to set off against Buyer’s obligations

to make any payment to the Seller Parties hereunder (including any Revenue Share Payments, solely to the extent permitted by Section 409A)

any amounts owed, or to become due and owing, by a Seller Party to a Buyer Indemnified Party under the terms of this Agreement or the

Ancillary Agreements. Furthermore, if the Seller Parties do not promptly satisfy any indemnification obligations of the Seller Parties,

Buyer shall have the right to reclaim and cancel a portion of the Restricted Stock Consideration with a value equal to the unsatisfied

indemnification obligations, which value will be determined as the VWAP of Buyer’s common stock for the 20 trading days immediately

preceding such reclamation and cancellation.

Section 5.4 Pre-Closing

Covenants.

(a) Regular

Course of Business. For the period commencing on the date of this Agreement and ending on the earlier of the Closing Date or the termination

of this Agreement in accordance with Article VIII (such period, the “Interim Period”), except as otherwise consented

to or approved by Buyer in writing, which consent or approval will not be unreasonably withheld, conditioned or delayed, the Company shall

(and the Seller Parties shall cause the Company to): (a) operate the Business diligently and in good faith, and in the ordinary course

of business and use commercially reasonable efforts to preserve the Company’s assets, business organizations, and relationships

with third parties and keep available the services of the Company’s present officers and employees; (b) maintain all of the Company’s

properties in customary repair, order, and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse

of time or the exercise of a pre-existing termination right for convenience) Material Contracts in effect without material change, except

those Material Contracts which expire or terminate by their terms or as otherwise expressly provided herein; (d) use commercially reasonable

efforts to preserve the goodwill and organization of the Business and the Company’s relationships with the Company’s vendors,

customers, clients, employees, and other Persons having business relations with the Company; (e) comply in all material respects with

the provisions of all Laws applicable to the Company and the conduct of the Company’s Business; (f) not take any action or fail

to take any action that would cause any of the Company’s Governmental Authorizations (including, without limitation, the Company’s

Facility Security Clearances, all employees’ Personnel Security Clearances, and any prime contractor authorizations) to lapse, be

terminated, or otherwise made unavailable to the Company after the Closing; and (g) not otherwise take any action that would require disclosure

pursuant to Section 3.18. Notwithstanding the foregoing, prior to the Closing, the Company shall be permitted to distribute to

the Owners or the Seller all accumulated investment account balances, retained earnings, and operating reserves.

(b) Interim Financial

Information. During the Interim Period, the Seller Parties shall continue to give Buyer and Buyer’s representative access to

the financial information pertaining to the Company and the Business in a manner consistent with the manner in which such access has

been granted during the course of the diligence review performed by Buyer on the Company and the Business before the date hereof to evaluate

the Financial Information. In addition, during the Interim Period, the Company shall, and the Seller Parties shall cause the Company

to, afford to Buyer and Buyer’s representatives reasonable access during business hours to the Company’s offices, properties,

books, and records in order that Buyer may have full opportunity to make such reasonable investigations as Buyer shall desire to make

of the affairs of the Company; provided that (i) such access shall not unreasonably disturb any customers, vendors,

or employees of the Company, and that (ii) Buyer shall not entertain any communications with customers, vendors or employees without

the express prior written consent of the Seller.

Solicitation or Negotiation. During the Interim Period, the Seller Parties and the Company shall not, and shall not authorize or permit

any of the Seller Parties’ or the Company’s Affiliates or representatives to, directly or indirectly, (a) solicit, initiate,

or encourage inquiries or proposals from, provide any confidential information of the Company to, or participate in any discussions or

negotiations with, any Person (other than Buyer and Buyer’s representatives) concerning, (b) enter into any agreement or understanding,

either oral or written, regarding, or (c) otherwise cooperate in any way with or participate in, (i) any merger, sale of assets, or sale

of equity securities of, (ii) enter into any loan agreement for the benefit of, (iii) any recapitalization of, or (iv) any other similar

transaction involving, the Company or the Company’s assets (other than in the ordinary course of business). Each of the Seller Parties

and the Company agrees that the rights and remedies for noncompliance with this Section 5.4(c) shall include having such provision

specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach shall cause irreparable

injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

(d) Disclosure.

From time to time during the Interim Period, the Company shall promptly supplement or amend information previously delivered to Buyer

with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to

be set forth or disclosed herein or in the Disclosure Schedules; provided, however, such supplemental information shall

not be deemed to be an amendment to any Disclosure Schedules and shall not change the risk allocation of this Agreement among the parties.

(e) Regulatory

Approvals. Buyer, on the one hand, and the Company and the Seller Parties, on the other hand, shall use reasonable efforts to cooperate

with the other to prepare and file, or cause to be prepared and filed, as soon as reasonably practicable the filings and information in

connection with the Regulatory Approvals. All filing fees incurred prior to the Closing Date and imposed by a Governmental Entity in connection

with the Regulatory Approvals shall be a Transaction Expense. In addition to the foregoing obligations of the parties in this Section

5.4(e), Buyer, the Seller Parties, and the Company will use commercially reasonable efforts to effectuate the transactions contemplated

by this Agreement. Without limiting the generality of the foregoing, each such party will use commercially reasonable efforts to: (i)

after affording the other party a commercially reasonable opportunity to review and reasonably comment thereon, make any filings and give

any notices required to be made or given by such party in connection with the transactions contemplated by this Agreement, (ii) after

affording the other party a commercially reasonable opportunity to review and reasonably comment thereon, obtain any consent required

to be obtained (pursuant to any applicable Law, contract, or otherwise) by such party in connection with the transactions contemplated

by this Agreement, including accepting or entering into undertakings or commitments sought by Governmental Entities (including the Regulatory

Approvals) that are usual, customary, and reasonable for transactions of the type contemplated by this Agreement, and (iii) lift any restraint,

injunction, or other legal bar to the transactions contemplated by this Agreement. In no event, however, notwithstanding anything herein

to the contrary, shall Buyer, the Seller Parties, or the Company be required to take or refrain from taking any action or inaction pursuant

to this Section 5.4(e) or otherwise that would reasonably be expected to have a Material Adverse Effect or a material adverse impact

on Buyer, the Seller Parties, or the Company, respectively, or any of their respective Affiliates, as applicable, or materially impair

the benefit Buyer, the Seller Parties, or the Company, respectively, otherwise would derive from the transactions contemplated by this

Agreement. Each of Buyer and the Seller Parties and the Company will promptly deliver to the other a copy of each such filing made, each

such notice given, and each such consent obtained prior to the Closing.

(f) PIIA

and Non-Compete. As a condition to the Closing, each retained employee of the Company (including each Owner) shall execute a PIIA

on the following terms and subject to applicable state law: (i) the non-compete provision of each PIIA shall be limited to directly competing

with Buyer’s digital evidence and biometric product lines in the federal government market by providing the same or similar services

to a Restricted Customer as the individual provided to Buyer for a period of two (2) years following termination of such individual’s

employment with Buyer; (ii) the intellectual property assignment clause of each PIIA shall apply only to work product created within the

scope of employment with Buyer post-Closing; and (iii) as applicable to the Owners’ PIIAs, if either Owner is terminated by Buyer

without Cause or resigns for Good Reason within five years after the Closing Date, the non-compete provision of such Owner’s PIIA

shall immediately and permanently terminate with respect to such Owner.

(g) Agreements

to Defend. During the Interim Period, in the event any claim is made against the Company by a Person not party to this Agreement,

the parties to this Agreement shall cooperate with each other and use their respective commercially reasonable efforts to defend against

and respond thereto.

(h) Further

Assurances. Subject to the terms and conditions of this Agreement, during the Interim Period, each of the parties hereto shall use

their commercially reasonable efforts to take, or cause to be taken, all reasonable action, and to do, or cause to be done, all things

reasonably necessary, proper, or advisable under applicable Laws to consummate and make effective as promptly as possible the transactions

contemplated by this Agreement and the Ancillary Agreements.

Section 5.5 Preparation

of Financial Statements

(a) Engagement

of Auditors. No later than ten (10) Business Days after the date of this Agreement, the Seller Parties shall cause the Company to

engage RRBB, or such other independent registered public accounting firm as may be approved in writing by Buyer, to (i) audit the Company’s

financial statements for the fiscal year ended December 31, 2025 in accordance with the standards of the PCAOB and (ii) perform reviews

of the Company’s interim financial statements in accordance with PCAOB Auditing Standard AS 4105, in each case as required pursuant

to Section 2.5(n). The Seller Parties shall provide Buyer with a copy of such engagement letter promptly upon execution thereof.

(b) Delivery

Deadlines. The Seller Parties shall use commercially reasonable efforts to cause:

(i) the

Audited Annual Financial Statement to be completed and delivered to Buyer no later than sixty (60) days after the date of this Agreement;

and

(ii) the

Signing Interim Financials to be completed and delivered to Buyer no later than the later of (A) sixty (60) days after the date of this

Agreement or (B) forty-five (45) days after the end of the most recently completed fiscal quarter of the Company as of the date of this

Agreement.

The Seller Parties shall, and shall cause the Company and the Company’s respective Representatives to, cooperate fully with RRBB

and, upon reasonable prior written notice, with Buyer and Buyer’s Representatives, in connection with the preparation, audit, and

review of the Financial Information. Such cooperation shall include (i) providing RRBB and Buyer with timely access to the books, records,

work papers, trial balances, and supporting documentation of the Company, (ii) causing the Company’s President and other relevant

personnel, as necessary, to be reasonably available during normal business hours to respond to inquiries from RRBB and Buyer, (iii) executing

and delivering such representation letters and consents as RRBB may reasonably require in connection with the audit or review, and (iv)

using commercially reasonable efforts to cause RRBB to execute and deliver any consents or comfort letters reasonably requested by Buyer

in connection with any filing by Buyer with the SEC that includes or incorporates the Financial Information.

(d) Updates.

If, between the date of this Agreement and the Closing Date, any fiscal quarter of fiscal year 2026 ends and the Closing Interim Financials

for such quarter are not yet required under Section 2(l)(ii)(B), the Seller Parties shall nonetheless use commercially reasonable

efforts to cause such reviewed interim financial statements to be available for delivery to Buyer no later than forty-five (45) days after

the end of such fiscal quarter, it being understood that delivery of the Closing Interim Financials within the timeframe specified in

Section 2(l)(ii)(B) shall remain a condition to Closing.

(e) Costs

and Expenses. The fees and expenses of RRBB incurred in connection with the audit and reviews required pursuant to this Section

5.5 shall be borne equally by Buyer and the Seller Parties, regardless of whether the Closing occurs.

Section 5.6 Employment

Matters.

(a) Following the

Closing, Buyer shall, and shall cause the Company to, provide each employee who remains employed immediately after Closing

(“Company Continuing Employee”) with: (i) base salary or hourly wages which are no less than the base salary or

hourly wages provided by the Company immediately prior to Closing; and (ii) employee benefits under Buyer’s standard plans,

programs, and arrangements for similarly situated employees as are in effect as of the Closing Date, subject to the terms and

conditions of such plans, programs, and arrangements. Nothing in this Section 5.6 shall require Buyer or the Company to provide any

particular level of compensation (other than salary in accordance with clause (i)), severance benefits, equity awards or restricted

stock units (other than the RSUs (as defined below)) to any Company Continuing Employee, except as separately agreed in writing by

Buyer; provided that each Company Continuing Employee shall receive a total compensation and benefits package which is substantially

equivalent in value or greater in value than the total compensation and benefits package provided by the Company to such Company

Continuing Employee immediately prior to Closing. Buyer shall issue to Company Continuing Employees restricted stock units of Buyer

in accordance with Buyer’s 2026 Incentive Equity Plan, which shall vest quarterly over five years and be subject to continued

employment (the “RSUs”). The aggregate number of RSUs shall be determined by dividing $500,000 by the greater of

(x) the VWAP of Buyer’s common stock for the 20 trading days immediately preceding the Closing Date or (y) the Floor

Price.

(b) With

respect to any employee benefit plan maintained by Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in

which any Company Continuing Employee will participate after the Closing, Buyer shall, or shall cause the Company to, recognize all service

of the Company Continuing Employees with the Company as if such service were with Buyer, for vesting and eligibility purposes in any Buyer

Benefit Plan in which such Company Continuing Employees may be eligible to participate after Closing; provided, however,

such service shall not be recognized to the extent that such recognition would result in a duplication of benefits.

shall not be responsible for any Liabilities arising out of or relating to the termination or resignation of any employee of the Company

on or before the Closing Date.

Section 5.7 Notify DCSA

of Change of Control. Buyer shall, and shall cause the Company to: (a) promptly after Closing, and in any event no later than five

(5) Business Days after Closing, notify the DCSA of the transactions contemplated by this Agreement as a reportable change relating to

the Company’s Facility Security Clearance; (b) promptly and in good faith cooperate with all DCSA requests, including providing

information, executing and delivering any required forms and updating key management personnel, all within the deadlines established by

DCSA or the NISPOM; (c) maintain the Company’s FCL in good standing and preserve the Personnel Security Clearances of cleared employees,

and refrain from taking any action that would reasonably be expected to result in the suspension, revocation, or adverse impact on such

clearances; and (d) promptly after Closing, and in any event no later than five (5) Business Days after Closing, report to the DCSA any

changes to the employment status of cleared personnel, changes to key management personnel, or other events requiring notification.

ARTICLE

TAX MATTERS

Section 6.1 Transfer Taxes.

All local, foreign or other excise, sales, use, value added, transfer (including real property transfer or gains), stamp, documentary,

filing, recordation and other similar Taxes and fees imposed or assessed as a result of the transactions contemplated by this Agreement

and the Ancillary Agreements, together with any inflation adjustment, interest, additions or penalties with respect thereto and any inflation

adjustment or interest with respect to such additions or penalties (collectively, the “Transfer Taxes”) shall be borne

50% by the Seller(as Transaction Expenses) and 50% by Buyer. Any Tax Return that must be filed in connection with such Transfer Taxes

shall be prepared by the party required to file such Tax Return under applicable Law, and the other party shall join in the execution

of any such Tax Return as required by applicable Law.

Section 6.2 Assistance

and Cooperation. Following the Closing Date, each of Buyer, on the one hand, and the Seller Parties, on the other hand, shall cooperate

fully in preparing any Tax Returns, seeking any Tax refund or credit, preparing for and defending any Tax Contests and payments in respect

thereof, or other matter related to Taxes (in each case relating to the Company for a Tax period beginning on or prior to the Closing

Date), including making available to the other party, during normal business hours, all books and records, Tax Returns or portions thereof

(together with related paperwork and documents relating to rulings or other determinations by Taxing Authorities), proof of payment of

Taxes, documents, files, officers or employees (without substantial interruption of employment) or other relevant information necessary

or useful for such purposes, in each case, whether or not in existence as of the Closing Date.

Section 6.3 Adjustment

to Purchase Price. Any payment by Buyer or the Seller Parties, as the case may be, pursuant to Section 2.8 or Section 5.3

will be treated as an adjustment to the amount paid for the Purchased Securities for applicable Tax purposes unless otherwise required

by applicable Law.

Section 6.4 Maintenance

of Books and Records. Until the applicable statute of limitations (including periods of waiver) has run for any Tax Returns filed

with respect to the Company relating to Pre-Closing Tax Periods, each Seller Party shall, and shall cause its Affiliates to, retain or

cause to be retained all books and records of the Company in existence on the Closing Date and, following the Closing Date, shall provide

Buyer access to such books and records for inspection and copying by Buyer and Buyer’s Affiliates, or their agents upon reasonable

request and upon reasonable notice. After the expiration of such period, no books and records of the Company shall be destroyed by any

Seller Party without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof, with any

costs of transferring the books and records to be paid by Buyer.

Section 6.5 Straddle Period

Taxes. In the case of any Tax period that includes (but does not end on) the Closing Date (a “Straddle Period”),

the amount of (a) any Taxes of the Company based on or measured by income, gross or net sales, payroll, or payments or receipts and any

Taxes that can reasonably be allocated to any portion of any Straddle Period ending on the Closing Date, shall, in each case, be determined

based on an interim closing of the books as of 11:59 p.m. Eastern time on the Closing Date and (b) any Taxes of the Company for any Straddle

Period not described in Section 6.5(a) that relate to the portion of any Straddle Period ending on the Closing shall be deemed

to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion

of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

Section 6.6 Tax Sharing

Agreements and Powers of Attorney. All Tax sharing agreements, Tax allocation agreements, Tax indemnity obligations, and similar

agreements or arrangements with respect to Taxes to which the Company is a party or bound (excluding this Agreement and Contracts or

arrangements entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes), and all powers of attorney

with respect to Taxes relating to the Company, shall be terminated as of the Closing and, after the Closing, the Company shall not be

bound thereby or have any Liability thereunder.

Section 6.7 Tax Treatment

and Purchase Price Allocation.

(a) For

federal and applicable state income Tax purposes, the parties agree and acknowledge that Buyer’s acquisition of the Purchased Securities

pursuant to this Agreement is intended to be treated as Buyer purchasing the Company’s assets from the Seller in exchange for the

Closing Cash Payment and Restricted Shares in a taxable transaction (together with Section 6.3, the “Intended Tax Treatment”).

The parties hereto agree to report the transactions consummated pursuant to this Agreement in accordance with the foregoing and not to

take a position inconsistent therewith on any applicable Tax Return or in any Tax proceeding, unless otherwise required by a “determination”

within the meaning of Section 1313 of the Code or any similar provision of state, local or foreign Law.

(b) Within

60 days after the date that the Final Adjustment Statement becomes final, Buyer shall prepare and deliver to the Seller an allocation

of the Closing Cash Payment and Restricted Shares (and any other amounts required to be treated as consideration for Tax purposes) among

the assets of the Company for purposes of the Code, including Section 1060 thereof and the relevant Treasury Regulations promulgated thereunder

(and any corresponding provision of state, local or non-U.S. Law) (the “Allocation”) prepared in accordance with applicable

Law and the methodology set forth in Exhibit E (the “Allocation Methodology”). The Allocation, as presented

by Buyer, shall be deemed final unless the Seller notifies Buyer of any objections in writing within 20 days after delivery of the Allocation

to the Seller. The parties shall use good faith efforts to resolve any disputes that may be raised by the Seller to the Allocation. If

the parties fail to resolve any disputes within 15 days of the Seller’s objection, the dispute will be submitted for determination

to the Accounting Firm to be resolved in accordance with the procedures described in Sections 2.7(e) and (f), and such resolution

shall be consistent with the Intended Tax Treatment and the Allocation Methodology. The parties hereto shall report the federal, state

and local income Tax consequences of the transactions contemplated hereby in a manner consistent with the Allocation, as finalized pursuant

to this Section 6.7(b). No party (nor any of their respective Affiliates) will take any position inconsistent with the Allocation

(including in the preparation of any Tax Return, the defense of any Tax Contest, or otherwise) or the Intended Tax Treatment unless otherwise

required under applicable Law. Any amounts paid between the parties that are treated as an adjustment to the purchase price for applicable

Tax purposes shall be taken into account and reported in a manner consistent with the Allocation.

Section 6.8 Tax Returns.

(a) The

parties hereto acknowledge that by virtue of the Reorganization, the Seller is intended to be the income Tax successor to the “S

corporation” status of the Company pursuant to Revenue Ruling 2008-18 and the Seller’s taxable year will not end on the Closing

Date. The Owners shall, at the Owners’ sole cost and expense, prepare, or cause to be prepared, all income Tax Returns of the Company

for taxable periods ending on or before the Closing Date and that are first due (taking into account extensions) on or after the Closing

Date, and the income Tax Returns of the Seller for the taxable year including the Closing Date (such Tax Returns, “Owner Prepared

Returns”). All Owner Prepared Returns shall be prepared in a manner consistent with applicable Law and this Agreement and, to

the extent consistent with applicable Law and this Agreement, the Company’s past practices. At least fifteen (15) days prior to

the due date of any Owner Prepared Return (after applicable extensions), the Owners shall provide Buyer with a copy of any such Owner

Prepared Return for Buyer’s review and comment, and the Owners shall incorporate any reasonable comments of Buyer.

(b) Buyer

shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company (other than Owner Prepared Returns)

for any Tax periods beginning on or prior to the Closing Date that are first due (taking into account any valid extensions properly obtained)

after the Closing Date (collectively, “Buyer Prepared Returns”). All such Buyer Prepared Returns shall be prepared

in a manner consistent with the prior practice, methods and elections of the Company, except as otherwise required by applicable Law or

as a result of the Reorganization or CTB Election. Buyer will submit a draft of any such Buyer Prepared Returns to the Seller for review

and comment at least thirty (30) calendar days prior to the due date for filing any such Buyer Prepared Return. At least fifteen (15)

days prior to the due date of any Buyer Prepared Return (after applicable extensions), Buyer shall provide the Seller with a copy of any

such Buyer Prepared Return for the Seller’s review and comment, and Buyer shall consider in good faith any reasonable comments of

the Seller.

Section 6.9 Tax Contests.

Each party hereto shall promptly notify the other party regarding the receipt by Buyer or any of its Affiliates (including the Company),

the Seller or the Owners of notice of any Tax Contests with respect to Taxes of the Company for which the Seller Parties could be liable

under applicable Law or responsible for under this Agreement; provided that Buyer’s failure to so notify the

Seller Parties shall not relieve the Seller Parties of their obligations hereunder unless and to the extent the Seller Parties are actually

prejudiced thereby. The Seller Parties may elect, at their expense, to have control over the conduct of any such Tax Contest to the extent

such Tax Contest solely concerns a Tax period ending on or before the Closing Date; provided that (i) Buyer shall

have the right to participate in any such Tax Contest at Buyer’s expense, (ii) the Seller Parties shall keep Buyer reasonably informed

of the status of developments with respect to such Tax Contest, and (iii) the Seller Parties shall not settle, discharge, or otherwise

dispose of any such Tax Contest without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned

or delayed). Buyer shall have control over the conduct of any other Tax Contest with respect to any Pre-Closing Tax Period or Straddle

Period; provided that except with respect to any Tax Contest controlled by Buyer under this Section 6.9, (i)

the Seller Parties shall have the right to participate in any such Tax Contests at the Seller Parties’ expense, (ii) Buyer shall

keep the Seller Parties reasonably informed of the status of developments with respect to such Tax Contest, and (iii) Buyer and the Company

shall not settle, discharge, or otherwise dispose of any such Tax Contest without the prior written consent of the Seller (which consent

shall not be unreasonably withheld, conditioned, or delayed).

Section 6.10 Refunds.

Any refunds of Taxes (or credits in lieu thereof), plus any interest attributable thereto, that are received by Buyer (or its Affiliates)

or the Company that are attributable to a Tax Return filed by the Company for Tax periods (or portions thereof) ending on or prior to

the Closing Date (such refund or credit for a Straddle Period to be allocated in accordance with the principles of Section 6.5),

shall be for the account of the Seller, and Buyer shall use commercially reasonable efforts to pay (or cause to be paid) to the Seller

any such refund or the amount of such credit within thirty (30) days after receipt (or utilization) thereof; provided, that (a)

Buyer shall be entitled to offset the amount of any such refund for any amount owed by Seller Parties to Buyer or its Affiliates pursuant

to this Agreement, (b) no refund shall be required to be paid to the Seller to the extent it arises from a Tax attribute that arose in

a Tax period (or portion thereof) following the Closing, and (c) to the extent any amount of a refund paid to Seller hereunder is subsequently

clawed back or disallowed, the Seller Parties shall be jointly and severally liable for the promptly repaying such disallowed amount,

together with any related interest, penalties and other Losses, to Buyer.

Section 6.11 Certain

Limitations. Without the prior consent of the Seller (not to be unreasonably withheld, conditioned or delayed), Buyer will not

(and will not permit the Company or any Affiliate of Buyer, to) in respect of any Tax period of the Company ending on or prior to

the Closing Date: (i) file, or permit to be filed, any Tax Return of the Company, other than Buyer Prepared Returns (which may only

be filed in accordance with Section 6.8(b)); (ii) amend, modify or otherwise refile, or cause to be amended, modified or

otherwise refiled, any Tax Return; (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other

period for the assessment of any Tax or deficiency; (iv) enter into any closing agreement; (v) make or change any election or change

any method of accounting with respect to Taxes; or (vi) initiate any discussion with any Governmental Entity regarding any voluntary

disclosure involving Taxes.

Section 6.12 Tax

Treatment of Restricted Stock Consideration. Provided that elections are properly filed by the Seller and each Owner under

Section 83(b) of the Code with respect to the Restricted Stock Consideration, Buyer shall report, and cause its Affiliates and the

Company to report, the Restricted Stock Consideration as consideration payable to the Seller in respect of the sale of the assets of

the Company on all applicable Tax Returns, forms and other filings.

Section 6.13 Tax

Treatment of Revenue Share Payments. Buyer and the Seller Parties shall report, and cause their respective Affiliates and the

Company, as applicable, to report, the Revenue Share Payments as ordinary compensation income for both tax and financial accounting

purposes.

ARTICLE

VII

Conditions Precedent

Section 7.1 Conditions

to Obligation of Buyer. Each and every obligation of Buyer under this Agreement shall be subject to the satisfaction, on or before

the Closing Date, of each of the following conditions unless waived in writing by Buyer.

(a) Representations and

Warranties; Performance. The Seller Parties’ Fundamental Representations shall be true and correct as of the date of this Agreement

and as of the Closing Date (except to the extent such representations and warranties speak of an earlier date) as though made on and

as of the Closing Date (other than such failures to be true and correct as are de minimis). All other representations and warranties

of the Seller Parties contained in Article III (i) that are qualified as to materiality or Material Adverse Effect shall have

been true and correct when made, and shall be true and correct on and as of the Closing Date as if made on and as of such date (except

to the extent such representations and warranties speak of an earlier date), and (ii) that are not qualified as to materiality or Material

Adverse Effect, shall have been true and correct in all material respects when made, and shall be true and correct in all material respects

on and as of the Closing Date as if made on and as of such date (except to the extent such representations and warranties speak of an

earlier date). Each of the Seller Parties and the Company shall, in all material respects (to the extent such agreements, covenants and

conditions are not qualified as to materiality), have performed and complied with all agreements, covenants, and conditions required

by this Agreement to be performed and complied with by them prior to the Closing Date.

(b) Regulatory Approvals.

The Seller Parties and the Company shall have obtained, and Buyer shall have received the Regulatory Approvals.

(a) DCSA Notification

and FCL Continuity. The Company shall have: (i) delivered to DCSA timely written notification of the change in ownership contemplated

by this Agreement as required under 32 C.F.R. § 117.8; (ii) received no written notice from DCSA of suspension or revocation of

the Facility Security Clearance; and (iii) completed all pre-Closing actions required by DCSA in connection with the change of ownership,

including execution of any required Security Control Agreement or other DCSA-mandated instrument.

(b) No Material Adverse

Effect. There shall have been no Material Adverse Effect of the Company since the date of this Agreement.

No preliminary or permanent injunction or other order issued by a court of competent jurisdiction or by any Governmental Entity, or any

Law or order promulgated or enacted by any Governmental Entity shall be in effect which could reasonably be expected to (i) make illegal,

or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated by this Agreement,

or result in damages in connection with the transactions contemplated by this Agreement, (ii) result in (A) the prohibition of ownership

or the operation by Buyer of all or a portion of the assets of the Business or the Purchased Securities, or (B) the compelling of Buyer

or its Affiliates to dispose of or to hold separately any portion of the Business or assets of the Company or its Affiliates as a result

of the transactions contemplated by this Agreement, or (iii) result in any material diminution in the benefits expected to be derived

by Buyer as a result of the transactions contemplated by this Agreement.

(d) Due Diligence Investigation.

Buyer shall be reasonably satisfied with Buyer’s due diligence investigation of the Company.

(e) S

Corporation Remediation. The Seller Parties shall have caused the Company, the Owners and, to the extent necessary, the Seller to

adopt amended governing documents and the statements contemplated by Revenue Procedure 2022-19, Section 3.06(2)(c), in each case in compliance

with Revenue Procedure 2022-19, Section 3.06, to retroactively correct non-identical governing provisions in the Company’s historic

governing documents.

(f) Seller Closing Deliverables.

Buyer shall have received each of the closing deliverables set forth in Section 2.5.

Section 7.2 Conditions

to Obligation of the Seller Parties. Each and every obligation of the Seller Parties and the Company under this Agreement to consummate

the Closing shall be subject to the reasonable satisfaction, on or before the Closing Date, of each of the following conditions unless

waived in writing by the Seller.

(a) Representations and

Warranties; Performance. Buyer’s Fundamental Representations shall be true and correct as of the date of this Agreement and

as of the Closing Date (except to the extent such representations and warranties speak of an earlier date) as though made on and as of

the Closing Date (other than such failures to be true and correct as are de minimis). All other representations and warranties

of Buyer contained in Article IV (i) that are qualified as to materiality or material adverse effect shall have been true and

correct when made, and shall be true and correct on and as of the Closing Date as if made on and as of such date, and (ii) that are not

qualified as to materiality or material adverse effect shall have been true and correct in all material respects when made, and shall

be true and correct in all material respects on and as of the Closing Date as if made on and as of such date. Buyer shall have performed

and complied with all agreements, covenants, and conditions required by this Agreement to be performed and complied with by Buyer prior

to the Closing Date.

(b) Buyer Closing Deliverables.

The Seller shall have received each of the closing deliverables set forth in Section 2.6.

No preliminary or permanent injunction or other order issued by a court of competent jurisdiction or by any Governmental Entity, or any

Law or order promulgated or enacted by any Governmental Entity shall be in effect which would prevent the consummation of the transactions

contemplated hereby.

ARTICLE

VIII

Termination and Abandonment

Section 8.1 Methods of

Termination. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time:

(a) by

mutual consent of Buyer, on the one hand, and the Seller, on the other hand;

(b) by Buyer or the Seller

upon 30-days’ written notice to the other party if the transactions contemplated by this Agreement have not been consummated on

or before the first anniversary of the date hereof; provided that if any party has breached its obligations under

this Agreement on or before such date, such party may not terminate this Agreement pursuant to this Section 8.1(b), and each other

party to this Agreement may at its option enforce its rights against such breaching party and seek any remedies against such party, in

either case as provided hereunder and by applicable Law.

Section 8.2 Procedures

upon Termination. In the event of termination and abandonment pursuant to Section 8.1, and subject to the proviso contained

in Section 8.1(b), this Agreement shall terminate and shall be abandoned, without further action by any of the parties. If this

Agreement is terminated as provided herein:

(a) each

party shall either destroy or redeliver all documents and other materials of any other party relating to the transactions contemplated

hereby, whether obtained before or after the execution hereof, to the party furnishing the same;

(b) all

information received by any party with respect to the business of any other party (other than information which is a matter of public

knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information

with any Governmental Entity) shall not at any time be used for the advantage of, or disclosed to third parties by, such party to the

detriment of the party furnishing such information; and

than as provided in Section 9.12, no non-breaching party shall have any liability or further obligation to any other party to this

Agreement and such non-breaching party may at its option enforce its rights against such breaching party and seek any remedies against

such party, as provided hereunder and by applicable Law.

ARTICLE

MISCELLANEOUS

Section 9.1 Notices.

All notices, consents, waivers, agreements or other communications hereunder shall be deemed effective or to have been duly given and

made only if in writing and (a) upon receipt if served by personal delivery upon the party for whom it is intended, (b) upon delivery

if sent by overnight air courier or (c) when sent by email, if sent prior to 6:00 p.m. Mountain Time on a Business Day (or else on the

next following Business Day), in each case, to such party at the address set forth below, or such other address as may be designated

in writing hereafter, in the same manner, by such party:

To Buyer or the Company:

Rank One Computing Corporation

1290 Broadway, Suite 1200

Denver, CO 80203

Attention: David Ray

Email: david.ray@roc.ai

With a copy (which shall not constitute notice) to:

Bold Legal LLC

1580 N. Logan Street, Suite 600

Denver, CO 80203

Attention: David Kendall

Email: dkendall@bold.legal

To the Seller Parties:

ZTC Holdco, Inc.

4417 Whimsey Lane

Olney, MD, 20832

Attention: Anthony J. Zuccaro

Email: tony@zuccaro.com

With copies (which shall not constitute notice) to:

PilieroMazza PLLC

320 Boxton Post Road

Suite 180, Mailbox 110

Darien, CT 06820

Attention: Kristen Centre

Electronic mail: kcentre@pilieromazza.com

Section 9.2 Amendment;

Waiver. Any provision of this Agreement may be amended, modified, supplemented or waived if, and only if, such amendment or waiver

makes specific reference to this Agreement and is in writing and signed, in the case of an amendment, modification or supplement by Buyer

and the Seller, or in the case of a waiver, by the party against whom such waiver is intended to be effective. No failure or delay by

any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise

thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.3 No Assignment

or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no party to this Agreement may assign this Agreement

or any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties hereto

and any purported assignment in violation of the foregoing shall be null and void ab initio, except that Buyer shall have the

right to (a) assign this Agreement or Buyer’s rights and obligations under this Agreement, in whole or in part, to one or more

of its Affiliates, provided that Buyer shall continue to be bound by Buyer’s obligations under this Agreement, (b) collaterally

assign in whole or in part, this Agreement, and its rights hereunder, as security to one or more lenders or purchasers of debt securities

of Buyer or its Affiliates, and (c) from and after the Closing, assign its rights and obligations hereunder to a third party in connection

with a bona-fide sale or transfer (by means of a merger, asset sale, stock sale or otherwise) of all or a majority of the equity, or

substantially all or any material portion of the assets, of the Company. Except for (i) the Released Parties, who shall be third party

beneficiaries of, and shall be entitled to enforce, the provisions of Section 5.2, this Section 9.3, Section 9.7

and Section 9.8 and (ii) the Seller Indemnified Parties and Buyer Indemnified Parties, who shall be third party beneficiaries

of, and shall be entitled to enforce, the indemnification provisions of Section 5.3, and the provisions set forth in this Section

9.3, Section 9.7 and Section 9.8, nothing in this Agreement, express or implied, is intended to confer upon any Person

other than Buyer, the Company, the Seller Parties, and their respective successors, legal representatives and permitted assigns, any

rights, benefits or remedies under or by reason of this Agreement.

Section 9.4 Entire Agreement;

Inconsistency. This Agreement (including the Schedules, Exhibits and Appendix hereto), the Ancillary Agreements and any other agreements

executed by a party hereto in connection herewith or therewith contain the entire agreement among the parties hereto with respect to

the subject matter hereof and thereof, and supersede and cancel all prior and contemporaneous agreements and understandings, oral or

written, with respect to such matters. In the event and to the extent that there shall be an inconsistency between the provisions of

this Agreement and the provisions of an Ancillary Agreement or any other agreement executed by a party hereto in connection herewith

or therewith, this Agreement shall prevail. The provisions of this Agreement shall be construed according to their fair meaning and neither

for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties hereto acknowledges

that it has been represented by an attorney in connection with the preparation and execution of this Agreement, the Ancillary Agreements

and any other agreements executed by a party hereto in connection herewith or therewith.

Section 9.5 Expenses.

Each party shall bear its own transaction expenses, including its respective legal and advisor expenses, whether or not the transactions

contemplated by this Agreement are consummated.

Section 9.6 Disclosure

Schedules. Nothing in the Disclosure Schedules will be deemed adequate to disclose an exception to a representation or warranty made

in Article III unless the applicable Schedule identifies the exception with particularity and describes the relevant facts in

reasonable detail. Any information disclosed in the Disclosure Schedules under any section number shall be deemed to be disclosed and

incorporated into any other section number where such disclosure would be appropriate and such appropriateness is reasonably apparent

from the face of such disclosure. The section headings in the Disclosure Schedules are for convenience of reference only and shall not

be deemed to alter or affect the meaning or interpretation of any information disclosed herein or in any provision of this Agreement.

Section 9.7 Governing

Law; Submission to Jurisdiction; Selection of Forum. THIS AGREEMENT AND ALL MATTERS ARISING FROM, OR RELATING TO, THIS AGREEMENT

(WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW

YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE. Each party hereto agrees that it shall bring any Litigation

with respect to any claim arising out of or related to this Agreement or the transactions contemplated by this Agreement and the Ancillary

Agreements, exclusively in the United States District Court for the Southern District of New York or, to the extent such court is not

available, the Supreme Court of the State of New York, New York County (in each case, together with the appellate courts thereof, the

“Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contemplated

by this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii)

waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen

Courts are an inconvenient forum or do not have jurisdiction over either party hereto, (iv) agrees that service of process upon such

party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement,

although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees

not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the contrary,

each party hereto agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction

in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment

in any such jurisdiction.

Section 9.8 WAIVER OF

JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT

IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY

RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS

AGREEMENT OR ANY ANCILLARY AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT. EACH PARTY CERTIFIES

AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED

THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS

AGREEMENT AND EACH ANCILLARY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.8.

Section 9.9 Counterparts.

This Agreement may be executed electronically and in one or more counterparts, each of which, including those received via email (including

in PDF format), shall be deemed an original, and all of which shall constitute one and the same Agreement.

Section 9.10 Headings.

The heading references herein and the table of contents hereof are for convenience purposes only and shall not be deemed to limit or

affect any of the provisions hereof.

Section 9.11 Severability.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect

the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any

Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order

to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder

of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or

unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application

thereof, in any other jurisdiction.

Section 9.12 Specific

Performance. Each of the parties hereto acknowledges and agrees that the other parties would be damaged irreparably in the event

any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached and that damages, even

if available, will not be an adequate remedy. Accordingly, each of the parties hereto consents to, and agrees that the other parties

hereto shall be entitled to, an injunction or injunctions (without posting any bond or other securities) to prevent breaches of the provisions

of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court

of the United States or any state thereof having jurisdiction over the parties hereto and the subject matter hereof (subject to the provisions

set forth in Section 9.7 above), in addition to any other right or remedy to which they may be entitled, at law or in equity.

Section 9.13 Interpretation.

Unless the express context otherwise requires: (a) the words “hereof,” “herein,” and “hereunder”

and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision

of this Agreement, (b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa, (c) references

herein to a specific Article, Section, Subsection or Schedule of this Agreement shall refer, respectively, to Articles, Sections, Subsections

or Disclosure Schedules, (d) wherever the word “include,” “includes,” or “including” is used in this

Agreement, it shall be deemed to be followed by the words “without limitation,” (e) references herein to any gender includes

each other gender, (f) the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means

“A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or

the like, (g) each reference to “days” shall be to calendar days, (h) each reference to a Law is to it as in effect at the

time in question and, as applicable, is to corresponding provisions of successor Laws and (i) “made available”, “furnished”

or “provided” shall, in the case of items stated in Article III to have been made available, furnished or provided

to Buyer, mean only those documents uploaded to the virtual data room established by the Seller in connection with the transactions contemplated

by this Agreement prior to the execution and delivery of this Agreement.

[Remainder of the Page Intentionally Left Blank;

Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed or caused this Agreement

to be executed as of the date first written above.

RANK ONE COMPUTING CORPORATION

By:

/s/ B. Scott Swann

Name:

B. Scott Swann

Title:

CEO

Signature Page to Purchase

Agreement

/s/ Anthony J. Zuccaro

ANTHONY J. ZUCCARO

/s/ Emily J. Sverchek

EMILY J. SVERCHEK

ZTC HOLDCO, INC.

By:

/s/ Anthony J. Zuccaro

Name:

Anthony J. Zuccaro

Title:

President

ZUCCARO TECHNICAL CONSULTING LLC

By:

/s/ Anthony J. Zuccaro

Name:

Anthony J. Zuccaro

Title:

Chief Executive Officer

Signature Page to Purchase

Agreement

Appendix

Definitions

“Affiliate”

means, (a) with respect to any subject Person that is an entity, any other Person directly or indirectly controlling, controlled by,

or under common control with, such subject Person as of the date on which, or at any time during the period for which, the determination

of affiliation is being made and (b) with respect to any subject Person that is an individual, any spouse, sibling, parent or lineal

descendant of such person; provided that, with respect to the Seller Parties, after the Closing, unless otherwise

specified, Buyer shall not be considered Affiliates of any Seller Party. For purposes of this definition, the term “control”

(including the correlative meanings of the terms “controlled by” and “under common control with”), as used with

respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management

policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“Ancillary Agreements” means, collectively, the

Restrictive Covenant Agreement, the Employment Agreements and each other agreement, document, instrument or certificate contemplated by

this Agreement to be executed in connection with the transactions contemplated hereby.

“Business Day” means a day other than any day on

which banks are authorized or obligated by Law or executive order to close in New York, New York.

“CARES Act” means the Coronavirus Aid, Relief, and

Economic Security Act (Pub. L. No. 116-136).

“Cash” means cash, cash equivalents and other short-term

marketable securities, less the amounts of (i) any unpaid checks, drafts and wire transfers (but without duplication of any such unpaid

amounts being taken into account in the determination of the Net Working Capital), (ii) any trapped cash and restricted cash (including

any deposits maintained with vendors, lessors, banks or other financial institutions, or other third parties as collateral for, or amounts

posted to support, leases, letters of credit, performance bonds, or other obligations), (iii) transaction bonuses to employees, including

any fees and taxes associated with such transaction bonuses, and (iv) any cash or other assets used to (A) pay any dividends or distributions

or other amounts (however described) to the Seller Parties or their Affiliates, (B) pay any Indebtedness or Transaction Expenses, or (C)

repurchase or redeem any equity securities the Company held by the Seller Parties or their Affiliates, directly or indirectly, in each

case between the date hereof and the Closing.

“Cause” means the occurrence of any one or more

of the following: (i) employee has been convicted of, or entered a plea of guilty or nolo contendere to, a felony or crime involving fraud,

dishonesty or moral turpitude; (ii) attempted commission of or participation in a fraud or act of dishonesty against the Company that

results in (or might have reasonably resulted in) material harm to the business of the Company; (iii) willful, material violation of any

contract or agreement (including the employee’s employment agreement, offer letter or PIIA) between the employee and the Company,

or any statutory duty the employee owes to the Company; (iv) willful and material damage to the Company’s property; or (v) conduct

that constitutes insubordination, incompetence or neglect of duties and that results in (or might have reasonably resulted in) material

harm to the business of the Company; of (vi) failure to follow the reasonable instructions of the Company provided, however, that the

action or conduct described in clauses (iii), (v) and (vi) above will constitute “Cause” only if such action or conduct continues

after the Company has provided the employee with written notice thereof and 30 days to cure the same, provided the same is capable of

being cured. Moreover, no act or omission shall be “willful” unless done in bad faith and without a reasonable belief that

it was in or not opposed to the best interest of the Company.

A-1

“Change of Control” means (a) any transaction or

series of related transactions pursuant to which any Person or group acquires more than fifty percent (50%) of the outstanding equity

securities or voting power of the Company or Buyer, (b) any merger, consolidation or similar transaction in which the pre-transaction

equity holders of the Company or Buyer cease to own more than fifty percent (50%) of the surviving entity, or (c) any sale or other disposition

of all or substantially all of the Company’s or Buyer’s assets.

“Closing Adjustment” means an amount calculated,

in the good faith determination of Buyer, to equal the aggregate financial differences between the Estimated Closing Statement and the

Final Adjustment Statement.

“Closing Cash” means the Cash of the Company as

of the Closing.

“Closing Indebtedness” means the Indebtedness of

the Company as of the Effective Time.

“Closing Net Working Capital” means the Net Working

Capital of the Company as of the Effective Time.

“Closing Transaction Expenses” means Transaction

Expenses that are unpaid as of the Effective Time.

“Code” means the Internal Revenue Code of 1986,

as amended, and the regulations promulgated thereunder.

“Commercial Software” means commercially available

Software or click-wrap, shrink-wrap and off-the-shelf licenses that have not been modified or customized by a third party for the Company

and that is licensed pursuant to a non-negotiated agreement.

“Company Intellectual Property Rights” means all

Intellectual Property Rights that are (i) owned or purported to be owned, in whole or in part, by the Company, (ii) exclusively licensed,

or purported to be exclusively licensed, in whole or in part, by the Company, or (iii) exclusively held, or purported to be exclusively

held, in whole or in part, by the Company. For purposes of the foregoing, “owned” includes ownership of a beneficial right

pursuant to which an employee or other third party is obligated (whether under contract, fiduciary obligations, statute or otherwise)

to assign Intellectual Property Rights to the Company.

“Contracts” means, whether oral or written, all

agreements, arrangements, contracts, mortgages, deeds, instruments, guaranties, indentures, notes, leases, purchase orders, sales orders,

arrangements, letters of credit, and binding commitments.

“DCSA” means the Defense Counterintelligence and

Security Agency (formerly the Defense Security Service), or any successor agency.

“Disclosure Schedules” means the disclosure schedules

delivered to Buyer by the Seller simultaneously with entering into this Agreement.

“Dollars” or “$” means the lawful

currency of the United States of America.

A-2

“Environmental Law” means any and all Laws, and

any Governmental Authorization or binding agreement with any Governmental Entity (a) relating to pollution (or the cleanup thereof) or

the protection of natural resources, endangered or threatened species, human health and safety, or the environment (including ambient

air, surface water, ground water, land surface or subsurface strata), or (b) concerning the presence of emissions, discharges, Releases,

or threatened Releases of, or the management, manufacture, processing, distribution, use, labeling, packaging, generation, treatment,

containment, storage, disposal, transport, or handling of, or exposure to any Hazardous Material.

“ERISA” means the Employee Retirement Income Security

Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” means any Person which is treated

with the Company as a single employer pursuant to Section 414 of the Code and/or Section 4001(b)(1) of ERISA.

“Facility Security

Clearance” or “FCL” means the administrative determination by DCSA that the Company is eligible for access

to classified information at the Top-Secret level, as granted and maintained under the NISPOM.

“Final Cash Payment”

means an amount equal to (i) $500,000, minus (ii) Final Closing Indebtedness, minus (iii) Final Closing Transaction Expenses,

plus (iv) an amount (whether such amount is a positive or negative number) equal to (A) Final Net Working Capital, minus

(B) the Working Capital Target, plus (v) Final Closing Cash.

“Final Closing Cash” means the Closing Cash as reflected

on the Final Adjustment Statement in accordance with Section 2.7(b), Section 2.7(d) or Section 2.7(e), as the case

may be.

“Final Closing Indebtedness” means the Closing Indebtedness

as reflected on the Final Adjustment Statement in accordance with Section 2.7(b), Section 2.7(d) or Section 2.7(e),

as the case may be.

“Final Closing Transaction Expenses” means the Closing

Transaction Expenses as reflected on the Final Adjustment Statement in accordance with Section 2.7(b), Section 2.7(d) or

Section 2.7(e), as the case may be.

“Final Net Working Capital” means Net Working Capital

as reflected on the Final Adjustment Statement in accordance with Section 2.7(b), Section 2.7(d) or Section 2.7(e),

as the case may be.

“Financial Information”

means the unaudited financial statements of the Company as of and for the calendar years ending December 31, 2024 and December 31, 2025

and the unaudited balance sheet of the Company as of April 30, 2026 and the unaudited income statement for the four months ended April

30, 2026 provided to Buyer.

“Fraud” means (a) willful or intentional breach

of this Agreement or (b) Delaware common law fraud that is committed by a party with the intent to deceive another party in connection

with the transactions contemplated hereby.

“Fundamental Representations” means the representations

or warranties set forth in Section 3.1 (Organization and Qualification), Section 3.2 (Authorization), Section 3.3

(Binding Effect), , Section 3.6 (Assets; Capitalization; Equity Interests), Section 3.15 (Taxes), Section 3.17 (Finder’s

Fees), Section 4.1 (Organization and Qualification), Section 4.2 (Authorization), Section 3.2 (Authorization), Section

4.7 (Sufficiency of Funds), and Section 4.9 (Finder’s Fees).

“Good

Reason” means the occurrence of any of the following undertaken by the Company without an employee’s express written

consent: (i) a material diminution in the employee’s title, duties, responsibilities, or authority as in effect immediately

following the effective date of such employee’s employment; (ii) a material reduction in the employee’s base salary; or

(iii) a material breach by the Company of the employee’s employment agreement, offer letter or any other material agreement

between the employee and the Company; provided that to trigger a resignation for Good Reason, an employee must provide written

notice to the Company within 45 days of the occurrence of the event constituting Good Reason, the Company shall have 30 days to cure

such event, and the employee must resign within 45 days following the expiration of the cure period.

A-3

“Government Contract” means any active contract,

subcontract, task order, delivery order, basic ordering agreement, blanket purchase agreement, grant, cooperative agreement, or other

contractual arrangement (including all modifications, amendments, and option periods thereto) that (a) is between the Company and any

Governmental Entity, or (b) is between the Company and any prime contractor, higher-tier subcontractor, or other Person, where the work

performed by the Company thereunder is in support of a prime contract with a Governmental Entity, including any such arrangement that

requires the Company to maintain a Facility Security Clearance or to afford access to classified information.

“Governmental Authorizations” means all licenses,

permits, certificates, grants, franchises, waivers, consents and other similar authorizations or approvals issued by or obtained from

a Governmental Entity or any securities exchange.

“Governmental Entity” means any United States or

foreign federal, state, provincial or local government or other political subdivision thereof, any entity, authority or body exercising

executive, legislative, judicial, regulatory or administrative functions of any such government or political subdivision, and any supranational

organization of sovereign states exercising such functions for such sovereign states.

“Hazardous Material” means (i) any substance, chemical,

product, derivative, compound, mixture, pollutant, contaminant, hazardous or toxic substance, material or waste in each case, whether

natural occurring or manmade, that is regulated, listed, limited or prohibited pursuant to any Environmental Law due to a potential for

harm, including any designated as hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental

Laws; and (ii) any petroleum or petroleum derived products, asbestos in any form, lead or lead-containing materials, radon, mold, urea

formaldehyde foam insulation, radioactive materials or wastes, per- or polyfluoroalkyl substances, COVID-19 or SARS-CoV-2 virus (or any

mutation or variation thereof), bacteria or other pathogen, and any polychlorinated biphenyls.

“Indebtedness” means, collectively, with respect

to the Company, without duplication, the sum of all amounts needed by the Company to pay in full and terminate all obligations (other

than indemnity obligations that are not owing or outstanding) with respect to (i) all indebtedness for borrowed money of the Company,

(ii) all obligations under acceptance credit, bond, banker’s acceptance, guarantee, surety, letters of credit or similar facilities,

(iii) all obligations evidenced by notes, bonds, debentures or other similar instruments, the amounts of all checks written and wires

issued but not yet cleared and the amount of all checks drawn and wires issued in excess of balances, (iv) obligations under indentures

or arising out of any swap, option, derivative, hedging or similar arrangement, (v) matured obligations to purchase, redeem, retire, defease

or otherwise make any payment in respect of any capital stock or equity interests or any warrants, rights or options to acquire such capital

stock or equity interest, (vi) the capitalized portion of all obligations under capital or direct financing leases and purchase money

and/or vendor financing, (vii) [Reserved], (viii) any deferred purchase price, earn-out or similar deferred payment obligation, (ix) all

amounts secured by a Lien (other than a Permitted Lien) on the Company’s assets or equity interests, (x) any Taxes of the Company

deferred pursuant to Section 2302 of the CARES Act that are unpaid as of the Closing Date, (xi) Tax distributions payable by the Company

to direct or indirect members of the Company with respect to the income of the Company through the close of business on the Closing Date,

(xii) any amounts owed to any Representative or Affiliate of the Company (other than accrued but unpaid compensation owed to non-Seller

Party employees of the Company (A) to the extent included in the final calculation of “Net Working Capital” or (B) otherwise

included in the definitions of “Indebtedness” and/or “Transaction Expenses” (which such accrued but unpaid compensation

shall, for the avoidance of doubt, be treated as Indebtedness and/or a Transaction Expense as so defined)), (xiii) all customer accounts

receivable credit (i.e., contra) balances or amounts, (xiv) all deferred revenue obligations in accordance with GAAP, (xv) underfunding

under any defined benefit pension or retiree medical plan and any accrued employer contributions required to be made under any defined

contribution plan, (xvi) the amount of earned, accrued and unpaid bonuses and commissions that relate to any period (including any partial

performance period) ending on or prior to the Closing Date, including the employer portion of any employment or payroll Taxes related

thereto, (xvii) all severance obligations owed to any Person whose employment or other service terminated, or who received a notice of

termination from or provided a notice of termination to, the Company on or prior to the Closing Date, (xviii) all pending insurance recoupments,

and (xix) all guarantee or keep well obligations in respect of obligations of the kind referred to in clauses (i) through (xviii) above,

including, in each case, accrued and unpaid interest on any of the foregoing and any breakage costs, penalties, additional interest, premiums,

fees and other costs and expenses associated with prepayment or redemption of any of the foregoing. For the avoidance of doubt, in no

event shall Indebtedness be included in Net Working Capital.

A-4

“Indemnified Party” means any Person entitled to

seek indemnification pursuant to the provisions of Section 5.3.

“Indemnifying Party” means any Person against whom

indemnification may be sought pursuant to the provisions of Section 5.3.

“Indemnified Taxes” means any (a) Liability for

Taxes of the Owners, (b) Liability for Taxes of a Person other than the Seller or the Company imposed on the Company as a transferee or

successor, by Contract or operation of Law as a result of an act, transaction or occurrence prior to the Closing or pursuant to Treasury

Regulation Section 1.1502-6 (or any analogous or similar state, local, or foreign Law) as a result of being a member of a consolidated,

combined or unitary group with such Person for Tax purposes prior to the Closing, (c) Liability for Taxes of the Company with respect

to any Pre-Closing Tax Period (determined in the case of a Straddle Period in accordance with the principles of Section 6.5), (d) Taxes

attributable to the Company’s failure to qualify as (i) a validly electing “S corporation” within the meaning of Sections

1361 and 1362 of the Code or any analogous provision of state or local Law from January 1, 2006 until the day immediately prior to the

Contribution, or (ii) an entity disregarded as separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(b)(1)(ii)

immediately prior to the Closing; (e) Tax that is a social security, Medicare, unemployment or other employment, withholding, payroll

Tax or similar amount or employee insurance that arises as a result of any payment made to the Seller Parties pursuant to this Agreement;

and (f) Liability for Taxes in connection with the Reorganization; provided that Indemnified Taxes shall not include (I) any and all Transfer

Taxes for which Buyer is responsible pursuant to Section 6.1; (II) any Taxes attributable to any transaction occurring after the Closing

on the Closing Date and that is not in the ordinary course of business of the Company and not contemplated by this Agreement; (III) any

Taxes taken into account in the determination of the Final Closing Indebtedness, Final Net Working Capital or Final Closing Transaction

Expenses; (IV) any Taxes of an affiliated, consolidated, combined or unitary group of which Buyer is a member; or (V) any Taxes payable

by the Company as a result of a SALT Election, except to the extent that (A) such SALT Election was made prior to the Closing by or at

the direction of the Company or the Seller and (B) the Taxes payable by the Company as a result of such SALT Election are paid after the

Closing. For purposes of this definition, any reference to the Company shall be deemed to include any Person that merged with or was liquidated

or converted into the Company.

“Insurance Tail Policies” means extended reporting

period endorsements under the Company’s existing business owner’s general liability insurance policy, errors and omissions

insurance policy and cyber and data security policy, each of which shall (i) be effective for a period of three (3) years following the

Closing Date, (ii) provide coverage with respect to claims arising from facts, circumstances, events, or acts occurring at or prior to

the Closing, and (iii) have limits, terms, conditions, and exclusions that are no less favorable in the aggregate than those in effect

under the applicable extended insurance policy immediately prior to the Closing.

A-5

“Intellectual Property Rights” means any and all

intellectual and industrial property rights and other similar proprietary rights and all rights associated therewith, in any jurisdiction

throughout the world, whether registered or unregistered, including, but not limited to, all rights pertaining to or deriving from (a)

patents and patent applications and all reissues, divisions, renewals, reexaminations, extensions, provisionals, continuations and continuations-in-part

thereof (collectively, “Patents”), (b) all rights in inventions, invention disclosures, discoveries and improvements,

whether or not patentable, (c) all designs and any registrations and applications therefor, (d) copyrights and mask works (whether

registered or unregistered), and all registrations and applications therefor, and all works of authorship (including copyrights in Software),

whether or not copyrightable, and all other rights corresponding thereto (“Copyrights”), (e) computer software and

firmware, including all programs in any form, development tools, library functions, compilers, platform and application software (including

user interfaces therefor), data files, in each case whether in source code or object code format, and all specifications and documentation

related thereto (“Software”), (f) trademarks, trade names, service marks, certification marks, service names, corporate

names, brands, trade dress and logos, applications therefore, and the goodwill associated therewith and all applications, registrations

and renewals thereof (collectively, “Trademarks”), (g) all moral rights, (h) trade secrets, non-public information,

confidential information, know-how, business information and technical information (including formulas, techniques and processes), and

rights to limit the use or disclosure thereof by any Person, (i) Internet domain name registrations, URL addresses, and Internet addresses,

social media accounts and any and all goodwill associated with and symbolized by the foregoing items (“Domain Names”),

(j) all rights in data, databases, data collections, and data compilations and all documentation relating to the foregoing, and

(k) any similar or equivalent rights to any of the foregoing, including, in each case, all rights to claim priority thereto and recover

damages for the infringement thereof.

“IRS” means the U.S. Internal Revenue Service.

“Law” means any constitution, law (including common

law), statute, ordinance, rule, regulation, regulatory requirement, code, order, judgment, injunction or decree enacted, issued, promulgated,

enforced or entered by a Governmental Entity or securities exchange, including Privacy Laws and Environmental Laws.

“Liability” means with respect to any Person, any

liability, debt, loss, damage, adverse claim, fine, penalty, expense, deficiency, responsibility or obligation of such Person of any kind,

character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, choate or inchoate,

disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested,

executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of

such Person, and including all costs and expenses relating thereto (including all documented fees, disbursements and expenses of legal

counsel, experts and consultants and costs of investigation).

A-6

“Lien” means any charge, mortgage, pledge, hypothecation,

security interest, assignment, license, lien (statutory or otherwise), restriction, claim, easement, title retention agreement or arrangement,

conditional sale, deemed statutory trust, restrictive covenant or other encumbrance of any nature which, in substance, secures payment

or performance of an obligation.

“Losses” means any loss, Liability, Taxes, claim,

damage (other than punitive, special, or exemplary damages, except to the extent any such damages are required to be paid and actually

awarded to an unaffiliated third party in respect of a claim by such third party that is indemnifiable under Section 5.3), obligation,

disbursement, deficiency, demand, diminution in value, suit, penalty, settlement, fine, cost or expense, including interest, penalties,

legal, accounting, other professional fees, and expenses or other costs and expenses actually and reasonably incurred in the investigation,

collection, prosecution or defense of and all actions, suits, proceedings, demands, assessments, judgments, settlements and compromises,

that may be imposed on or otherwise incurred or suffered (including the actual and reasonably incurred costs of the enforcement of rights

hereunder), including, for the avoidance of doubt, any incidental and reasonably foreseeable consequential damages.

“Material Adverse

Effect” means, with respect to the Company, any state of facts, condition, change, development, event or effect (each, an “Effect”)

that, either alone or in combination with any other Effect, is, or would reasonably be expected to be or become, materially adverse to

the Business, assets, liabilities, condition (financial or other), or results of operations of the Company, taken as a whole; provided that

for purposes of this Agreement the following shall be excluded when determining whether or not such an Effect has occurred: (i) general

economic conditions or changes, (ii) changes in regional, national or international political conditions (including any outbreak or escalation

of hostilities, military actions, any acts of war, sabotage or terrorism, any epidemic, pandemic or other public health event, or the

worsening of any such epidemic, pandemic or other public health event or any other national or international calamity, crisis or emergency)

or economic, business, regulatory or market conditions or national or international financial markets or securities markets, including

in interest rates; (iii) conditions generally affecting the Company’s industry; (iv) any adverse effect to the extent attributable

to the transactions contemplated or permitted hereby, including, without limitation, the announcement or pendency of the transactions

contemplated hereby, or to any actions taken by Buyer following the execution and delivery of this Agreement or the Closing, (v) any

effect resulting from any changes after the date of this Agreement in applicable Law, regulations or rules or accountancy principles;

(vi) the taking of any action reasonably required to cause compliance with the terms of, or the taking of any action required by, this

Agreement or the taking of any action approved or consented to in writing by Buyer; (vii) any failure, in and of itself, by such Person

to meet internal or published budgets, projections, forecasts, plans, estimates or predictions for any period (it being understood that

the underlying facts and circumstances giving rise to such failure may be taken into account to the extent not otherwise excluded by

this definition); and (viii) the announcement, pendency or consummation of this Agreement or the transactions contemplated hereby, including

the impact thereof on relationships with customers, suppliers, landlords, employees, unions, licensors or licensees (including any litigation

or claims arising therefrom); provided further, however, that any Effect referred to in clauses (i) through (v)

immediately above may be taken into account to the extent (and only to the extent) it has a disproportionate effect on the Company compared

to other similarly situated participants operating in the same industries and geographies in which the Company operates (and only such

disproportionate impact shall be considered).

A-7

“Net Working Capital”

means, at any time, (a) the sum of all current assets minus (b) the sum of all current liabilities of the Company, as determined

in accordance with the accounting principles, procedures and methodologies set forth on Exhibit F; provided that

the parties hereto acknowledge and agree that Annex I attached to Exhibit F includes an illustrative example calculation

of Net Working Capital.

“NISPOM” means the National Industrial Security

Program Operating Manual, 32 C.F.R. Part 117, as amended from time to time.

“Non-Scheduled Contracts” means (i) the Company’s

Organizational Documents, (ii) any Benefit Plan, (iii) any insurance policies of the Company, (iv) any contracts entered into with any

legal, accounting, tax or other advisor in the ordinary course of business or in connection with the transactions contemplated hereby,

and (v) the transaction documents related to the Reorganization.

“Permitted Liens” means (a) Liens reflected or reserved

against on the face of the balance sheet that is a part of the Financial Information, (b) landlords’, lessors’, mechanics’,

materialmen’s, warehousemen’s, carriers’, workers’, or repairmen’s Liens or other similar Liens arising

or incurred in the ordinary course of business not yet due and payable or being contested in good faith by appropriate proceedings for

which adequate reserves have been established in the Financial Information, (c) Liens for Taxes, assessments and other governmental charges

not yet due and payable, and (d) easements, encroachments and other minor imperfections of title which do not, individually or in the

aggregate, materially impair the occupancy or use of the real property for the purposes for which it is currently used in connection with

the Company’s business or materially affect the value of the underlying property.

“Person” means an individual, a corporation, a partnership,

an association, a limited liability company, a Governmental Entity, a trust or other entity or organization.

“Personal Data” means any information relating to

an identified or identifiable natural person including (i) a natural person’s name, street address, telephone number, email address,

photograph, passport number, credit card number, bank information, or account number, (ii) any other piece of non-publicly available information

that allows the identification of such natural person, and (iii) any information that is otherwise included within the applicable definition

of personally identifiable information, personal information, personal data, and such other analogous definitions under any applicable

Privacy Laws.

“Personnel Security Clearance” means an administrative

determination by DCSA that an individual is eligible for access to classified information at a specified level.

“Pre-Closing Tax Period” means any Tax period ending

on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date.

“Privacy Laws” means all laws, orders and any other

requirements of a Governmental Entity, or industry standards and self-regulatory regimes applicable to the business of the Company, concerning

privacy or security of personally identifiable information, personal information or Personal Data, as such are enacted or in effect on

or prior to the date of this Agreement, and state privacy, security and data breach laws.

A-8

“Privacy Requirements” means all applicable Privacy

Laws together with all Privacy Agreements.

“Release” means any release, spill, emission, leaking,

dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching, movement, or migration of Hazardous Material into or through

any media, whether soil, surface water, groundwater, air or any combination of the foregoing or within any building interior or components,

structure, facility or fixture, and including the abandonment or discarding of barrels, drums, containers and other closed receptacles

containing any Hazardous Material.

“Representative” or “Representatives”

means, with respect to a particular Person, any Affiliate, director, manager, member, limited or general partner, equityholder, officer,

employee, agent, consultant, advisor or other representative of such Person or its Affiliates, including outside legal counsel, accountants

and financial advisors.

“Restricted Customer” means any Person with whom

the Buyer has done any business during the two (2) year period immediately preceding the termination of an employee’s employment

relationship with the Buyer and with which such employee had contact while employed by the Buyer or about which such employee has confidential

information.

“Revenue Share Term”

means the seven-year period commencing on the Closing Date.

“ROC Evidence Advanced Revenue” means all gross

revenue attributable to the “ROC Evidence” product line (or any successor or replacement designation) for any sales by Buyer

or any of Buyer’s subsidiaries that require forensic extraction, transformation and loading as one of the deliverables provided

by Buyer.

“SALT Election” means an election under applicable

state or local income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable for

any state or local Tax Liability under applicable state or local Tax Law that would have been borne (in whole or in part) by the direct

or indirect equity owners of the Company had no such election been made, including any such income Tax Liability that is imposed on the

Company as a matter of state or local income Tax Law and for which an affirmative election is not required (e.g., any “Specified

Income Tax Payment” as defined by IRS Notice 2020-75).

“Seller’s Knowledge” means the knowledge of

the Seller and each of the Owners; provided that for such purpose, an individual will be deemed to have knowledge of a particular fact

or matter if (i) that individual is actually aware of that fact or matter or (ii) a prudent individual could be expected to discover or

otherwise become aware of that fact or matter in the course of conducting a reasonable inquiry (including an inquiry of such individual’s

direct reports).

“Subsidiary” means with respect to any Person, any

corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of

the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,

managers, or trustees thereof, or a majority of the total economic ownership interest thereof, is at the time owned or controlled, directly

or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability

company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership

interests thereof having the power to govern or elect members of the applicable governing body of such entity, or a majority of the total

economic ownership interest thereof, is at the time owned or controlled, directly or indirectly, by that Person or one or more of the

other Subsidiaries of that Person or a combination thereof; and the term “Subsidiary” with respect to any Person shall include

all Subsidiaries of each Subsidiary of such Person.

A-9

“Tax Return” means any report, return, computation,

declaration, estimate, claim, claim for refund, schedule, supplement or information return or statement (including any attachment or amendment

to the foregoing) filed or required to be filed with a Governmental Entity in connection with the determination, assessment, collection

or payment of any Taxes or in connection with the administration, implementation or enforcement of any legal requirement relating to any

Taxes.

“Tax” or “Taxes” means all (a)

federal, state or local and foreign taxes, including income, gross receipts, capital stock, profits, transfer, estimated, registration,

stamp, premium, escheat, unclaimed property, customs, duties, ad valorem, occupancy, occupation, alternative, add-on, windfall profits,

value added, severance, property, production, sales, use, license, excise, franchise, employment, payroll, social security, disability,

unemployment, workers’ compensation, withholding or other taxes, duties, fees, assessments or governmental charges or deficiencies

in each case in the nature of a tax, and (b) interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing

Authority in connection with any item described in clause (a), along with any interest in respect of such penalties, fines, or additions

applied thereto.

“Taxing Authority” means any Governmental Entity

responsible for the administration, imposition or collection of any Tax (foreign or domestic), including the IRS.

“Transaction Expenses”

means (i) all severance, compensation, sale bonuses, change in control bonuses, retention bonuses or similar bonuses and payments that

become payable by the Company by reason of the transactions contemplated under this Agreement, plus the employer’s share of any

employment, unemployment, payroll or similar Taxes due in connection with any such payment, (ii) the amount of any investment banking,

broker, accounting, attorney or other professional fees incurred by the Company or the Seller Parties on or prior to Closing with respect

to the transactions contemplated by this Agreement, (iii) the amount of all fees, Liabilities and expenses incurred by the Company for

(x) the negotiation, preparation and execution of this Agreement and the Ancillary Agreements and (y) the performance and consummation

of the transactions contemplated hereby, (iv) any fees, costs, expenses or disbursements to the extent incurred or payable by the Company

or any of its Affiliates in connection with obtaining any consent, approval, authorization, amendment or waiver pursuant to this Agreement

or otherwise in connection with the transactions contemplated hereby, (v) discretionary compensation or bonus obligations owed or payable

to any Owner, (vi) any obligations for deferred compensation payable pursuant to any Benefit Plan, plus the employer portion of any employment

or payroll Taxes due in connection with any such amount, (vii) any amounts payable by the Company in connection with phantom equity agreements

or the like, plus the employer portion of any employment or payroll Taxes due in connection with any such amounts, (viii) all premiums

and other liabilities with respect to the procurement of the Insurance Tail Policies, (ix) 50% of the fees and expenses of RRBB incurred

in connection with the audit and reviews required pursuant to Section 5.5, (x) 50% of any Transfer Taxes; provided that,

for the avoidance of doubt, no amounts included in the calculation of Indebtedness shall be included in the calculation of Transaction

Expenses.

“Working Capital

Target” means $300,000.

A-10

Exhibit A

Purchased Securities

100% of the issued and outstanding equity interests

of the Company.

Exhibit B

Restricted Stock Agreement

Exhibit C

Restrictive Covenant Agreement

Exhibit D-1

Zuccaro Employment Agreement

Exhibit D-2

Sverchek Employment Agreement

Exhibit E

Allocation Methodology

Exhibit F

Net Working Capital Principles

Annex I

Net Working Capital Illustrative Example

Schedule 2.5(e)

Creditors

Schedule 2.5(k)

Offer Letters

Schedule 5.3(a)(v)

Special Indemnities

EX-99.1 — PRESS RELEASE OF RANK ONE COMPUTING CORPORATION, DATED JUNE 23, 2026

EX-99.1

Filename: ea029561901ex99-1.htm · Sequence: 3

Exhibit 99.1

ROC to Acquire Zuccaro Technical Consulting;

Expands ROC Evidence and Vision AI Capabilities Creating Robust End-to-End Investigative Platform

Acquisition broadens commercial monetization

of ROC Evidence with digital forensics capabilities, active federal government contracts, and an experienced workforce of specialized

software engineers

Transaction structure mitigates shareholder

dilution with upfront cash and restricted stock consideration; adds revenue through current multi-year contracts

Strengthens ROC’s position in $9.4 billion

digital evidence and forensics market through American-built digital forensics capabilities and long-term federal customer relationships

DENVER, CO, June 24, 2026 - Rank One Computing

Corporation d/b/a ROC (Nasdaq: ROC) (“ROC” or the “Company”), a U.S. leader in Vision AI, building unified biometric,

video analytics, and decision intelligence solutions, today announced that it has entered into a definitive agreement (the “Transaction”)

to acquire Zuccaro Technical Consulting LLC (“ZTC”), a developer of digital forensics solutions and provider of specialized

software engineering services to federal government customers. The definitive agreement is effective as of June 23, 2026, with the expected

closing to occur in the third quarter of 2026, subject to customary closing conditions.

Under the terms of the definitive agreement, ROC

will acquire ZTC for $500,000 in upfront cash consideration and approximately $2,500,000 of ROC restricted common stock, plus a performance-based

earn-out. The definitive agreement also provides for equity-based compensation in the form of restricted stock units (RSUs) to be granted

to ZTC’s employees. Following the closing of the Transaction, ZTC will operate as a wholly owned subsidiary of ROC.

This acquisition will mark a significant milestone

and is a disciplined initiative to strengthen ROC’s long-term growth strategy by accelerating the Company’s ability to deliver

mission-critical solutions for government and public-safety customers and add scale across the digital evidence market. Following the

closing, ZTC, as a wholly owned subsidiary of ROC, will support seamless continuity of service for its existing government customers.

Subject to applicable government approvals, ROC expects the combined organization to draw on ZTC’s active federal contracts and specialized

technical team to pursue additional mission-critical program opportunities across its government and public-safety customer base.

The Transaction is expected to expand a core pillar

of ROC’s unified Vision AI platform by adding ZTC’s digital forensics capabilities into ROC Evidence. ROC expects the combined

digital evidence and forensics solution will result in a robust end-to-end investigative platform, paired with on-site software development

and forensic support from ZTC’s experts.

“With the addition of ZTC, we have taken

a highly strategic, financially disciplined, and transformative step in the expansion of ROC Evidence and our broader Vision AI platform,”

said B. Scott Swann, CEO of ROC. “We believe the combination of ZTC’s forensics capabilities and long-term customer relationships,

with ROC Evidence’s next-generation digital evidence management, will define our competitive market position, add durable recurring

revenue and unlock a new source of larger, long-duration pipeline opportunities.”

For more than two decades, ZTC’s engineers have

sharpened their forensics capabilities by solving high-volume, high-complexity problems directly, in operational environments, well beyond

what commercially available tools are typically built to solve. The result is a mature, field-proven capability set refined in production

rather than in a lab, not an off-the-shelf product. ZTC’s technology enables the ingestion, processing, review, and management of

large-scale digital evidence workflows, including legal process returns, mobile device extractions, multimedia files, and other investigative

data sources.

“ZTC was built to solve hard digital forensics

problems. Joining ROC gives us the opportunity to bring our digital forensics capabilities into the broader Vision AI platform connecting

digital evidence investigations with ROC ABIS’s system of record and ROC Watch’s video analytics,” said Tony Zuccaro,

Founder of ZTC. “ROC has the scale, mission alignment, and focus to deliver end-to-end investigative solutions for the most demanding

customer requirements. Together, we can help government agencies modernize evidence workflows while keeping their data safe and secure

throughout all stages of an investigation and trial process.”

About ZTC

Zuccaro Technical Consulting is a developer of

digital forensics software and provider of specialized technical consulting services supporting federal government customers. ZTC’s

technology capabilities and mission-focused services help customers ingest, process, review, and manage complex digital evidence across

investigative and intelligence workflows.

About ROC

ROC is a leading U.S. developer and manufacturer

of Vision AI, delivering sovereign biometrics, video analytics, and mission intelligence through a unified platform. This enables agency

and integrator partners to unlock faster, more accurate, and cost-efficient capabilities. At its core, ROC transforms raw pixels into

real-time operational awareness for defense, public safety, and digital commerce. The Company is headquartered in Denver, Colo., with

additional hubs in Grand Rapids, Mich., and Morgantown, W.Va. For more information, please visit the Company’s website: www.roc.ai.

Forward-Looking Statements

This Press Release may contain forward-looking

statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform

Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,”

“future,” “intends,” “plans,” “believes,” “estimates,” “confident,”

and similar statements and include the expected completion of the acquisition, the time frame in which this will occur, the expected benefits

to ROC and ZTC from completing the acquisition, and the expected financial performance of ROC following completion of the acquisition.

Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks

related to, among other things, third-party approvals of the proposed acquisition or that other conditions to the closing of the deal

may not be satisfied, failure to close on the expected timeline, inability to obtain or maintain facility and personnel security clearances,

or required government contract consents/novations, loss of cleared personnel, one or both of the ZTC founders, or key customer relationships

post-closing, dependence on federal contracts, appropriations and procurement cycles, integration risks and erroneous assumptions underlying

the earn-out and expected revenue, difficulties realizing the market opportunity and competitive positioning, the potential impact on

the business of ZTC or ROC due to the announcement of the acquisition, the occurrence of any event, change or other circumstances that

could give rise to the termination of the definitive agreement, and general economic conditions. Therefore, actual results may differ

materially and adversely from those expressed in any forward-looking statements. ROC may also make written or oral forward-looking statements

in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials, and in oral statements

made by its officers, directors, or employees to third parties. Statements that are not historical facts, including statements about the

parties’ beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties.

A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but

not limited to the following: (i) ROC’s goals and strategies and (ii) ROC’s future business development, financial condition,

and results of operations. Further information regarding these and other risks is included in ROC’s filings with the SEC. All information

provided in this press release is provided, and the forward-looking statements included herein are made, solely as of the date of this

press release, and neither party undertakes any obligation to revise or update any forward-looking statement, except as required under

applicable law.

Media inquiries:

Matt Aitken, VP of Marketing

media@roc.ai

Investor inquiries:

CORE IR

ir@roc.ai

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