SUBCONTRACT

Subcontractor: Stratfor Enterprises, LLC (“Stratfor”)

Subcontract No: N0041756-07-C-4049

221 W. 6th StreetSuite 400Austin, Texas United States512-744-4082

Subcontract Value (Ceiling):

$150,000

Subcontract Funds: $150,000

ManTech PS No: (I am confirming whether this needs to be filled out by prime vendor)<ManTech_PS_Number>

Prime Contract No: <Prime_Contract_Number>

DPAS Rating: <DPAS_Rating>

THIS SUBCONTRACT, effective on August 22, 2011 is made between ManTech SRS Technologies, Inc. (“MSRS”), (herein known as “ManTech” or “Prime”), a California corporation with principal offices at 3865 Wilson Blvd, Ste. 800, Arlington, VA 22203 and Stratfor Enterprises, LLC (hereinafter known as “Stratfor” or “Subcontractor”) having its offices at 221 W. 6 th Street, Suite 400, Austin, TX 78701. The effort to be performed by Subcontractor under this Subcontract is defined in Section 5.0 - Scope of Work through Funding Documents, which is subject to the Terms and Conditions herein and any referenced document in Section 31.0 - Order of Precedence of this Subcontract.

SECTION 1.0 SUBCONTRACT TYPEThis is a Firm Fixed Price (“FFP”) Subcontract.

SECTION 2.0 FIRM FIXED PRICEThe fixed prices for the services or deliverables to be provided hereunder by the Subcontractor are defined in Section 5, 6 and Attachment II Funding Authorization.

SECTION 3.0 PERIOD OF PERFORMANCEThe Period of Performance is September 16, 2011 through September 15, 2012 through unless it is changed: (i) by a subsequent written agreement that is signed by the parties to this Subcontract; or (ii) in accordance with the clause of this Subcontract entitled Option to Extend the Term of Subcontract (if such clause is used in this Subcontract). Subcontractor is not authorized to continue work or provide services, and Prime is not obligated to compensate Subcontractor for expenses incurred or commitments made, before or after the Period of Performance.

Section 3.1 Option to Extend the Term of the SubcontractPrime may, at its sole discretion, unilaterally exercise the following Option Years and thereby extend this Subcontract’s Period of Performance. Do we want them to be able to do this if we don’t want to extend? I wrote in the dates below. Can remove if that makes it clear that we don’t want this option.

Period Start EndBase Year September 16, 2011 September 15, 2012Option Year 1 September 16, 2012 September 15, 2013Option Year 2 September 16, 2013 September 15, 2014Option Year 3 September 16, 2014 September 15, 2015Option Year 4 September 16, 2015 September 16, 2016

SECTION 4.0 FUNDINGThe Subcontractor’s performance under this Subcontract is subject to the terms and conditions of the Prime’s incremental funding authorization notices provided by the Prime (“Funding Authorization”). The Prime shall document all Funding Authorizations by adding them to Attachment II on an as incurred basis. Subcontractor’s commencement of work is subject to Prime’s issuance of a revision to Attachment II. Funding issued by Prime shall expire at the end of the term described in the Funding Authorization and will not be extended past such term unless

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Attachment II is modified by Prime’s Authorized Contractual Representative as defined in Section 9.0 Authorized Technical and Contractual Representatives. Unless amended in writing by mutual agreement of the parties, Subcontractor shall not incur expenses or make commitments in excess of the Funding Authorization and Prime will not be obligated to compensate Subcontractor for amounts incurred by Subcontractor that are beyond the amount identified by a Funding Authorization on Attachment II.

SECTION 5.0 SCOPE OF WORKThe Statement of Work is provided as Attachment I. The Subcontractor shall only perform the work and incur costs under this Subcontract as directed and in accordance with the Statement of Work, authorized hereunder by Prime’s Contractual Representative. Subcontractor shall not perform any work or be reimbursed for any work not authorized by Prime’s Contractual Representative in writing. Any work performed outside the scope of the Statement of Work is not authorized and shall not be reimbursed.

SECTION 6.0 DELIVERABLESAt a minimum, the Subcontractor shall provide a monthly cost and technical progress report to Prime by the 8th calendar day of each month. The Subcontractor’s monthly report shall contain, at a minimum, a brief synopsis of accomplishments along with identification of any pending cost, resource or technical issues.

SECTION 7.0 INVOICING AND PAYMENTA. Invoicing. Subcontractor shall invoice Prime not later than the 8th calendar day of each month for services or deliverables provided to Prime in the preceding month as documented within the Funding Authorization. Milestone or progress payments, if applicable, are set forth in the Funding Authorization in Attachment II. Each invoice should include: the Subcontract number and a copy of the monthly cost and technical progress required under Section 6.0 - Deliverables.

B. Payment. The Prime shall pay the Subcontractor within forty-five (45) days of receiving Subcontractor’s invoice, provided the invoice submitted by the Subcontractor is compliant with the requirements of this Subcontract, as determined by Prime.

C. Final Payment/Closeout. Acceptance by Subcontractor of the final payment of the fixed price provided herein shall be, and shall operate as, a release of Prime from any and all claims of Subcontractor arising out of or in connection with this Subcontract.

Invoices shall be mailed, faxed or e-mailed for approval to ManTech at:

Man Tech SRS Technologies, Inc.CTTSO, SETA Contract Support Staff1600 Wilson BlvdArlington, VA 22209

Attention: Bill Ricks

Phone: 703-604-1687e-mail: ricksb@tswg.gov

SECTION 8.0 AUDITAt any time before final payment, Prime may request and perform an audit of the invoices and substantiating material. Each payment previously made by Prime to Subcontractor shall be subject to reduction to the extent of any amounts that Prime determines were not properly payable in accordance with the terms of this Subcontract. Prime’s audit will include, but not be limited to, individual daily job time cards, expense reports, and other documentation related to such invoiced amounts.

SECTION 9.0 AUTHORIZED TECHNICAL AND CONTRACTUAL REPRESENTATIVESContacts with Prime that affect this Subcontract Value, schedule, statement of work, or the terms and conditions of this Subcontract shall only be made with the authorized Contractual Representative. No changes to this N0041756-07-C-4049 Page 2 of 18 S2 Rev.4 June 2011

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Subcontract shall be binding upon Prime unless incorporated into a written modification to the Subcontract that is signed by Prime’s Contractual Representative. The effort set forth in this Subcontract will be performed under the technical direction of Prime’s Technical Representative. If, in Subcontractor’s opinion, such technical direction constitutes a change to the Subcontract, Subcontractor shall immediately notify Prime’s Contractual Representative to identify the change and seek authorization for the change. Until such authorization is granted by Prime’s Contractual Representative, Subcontractor shall perform in accordance with this Subcontract as written.

The following authorized representatives are hereby designated for this Subcontract:

Subcontractor Prime

Technical: Kendra Vessels Bill Ricks

Phone: 512-744-4121 703-604-1687

Fax: 512-744-4105

Contractual: Korena Zucha Antoinette Marie Driskoll

Phone: 512-744-4082 703-516-3202

Fax: 512-744-4105 703-312-0246

SECTION 10.0PERSONNELA. Any Subcontractor Personnel. Subcontractor shall be responsible for verifying the labor category qualifications, including but not limited to education and work experience of all employees, agents or representatives (“Personnel”) assigned to perform work under this Subcontract and shall provide Prime with written proof of such verification as set forth in Section 7.0 Invoicing and Payment. Prime reserves the right to disapprove the assignment of and/or request the removal of any Personnel assigned to perform work under this Subcontract. Prime shall notify Subcontractor, in writing, of the disapproved assignment or requested removal. Subcontractor shall propose a qualified replacement for Prime’s approval, within five (5) days of receipt of such notice.

B. Key Personnel. The individual(s) identified below as key personnel (“Key Personnel”) are considered essential to the work being performed hereunder. Prior to diverting any Key Personnel to other assignments, Subcontractor shall provide ten (10) business days written notice to Prime. All substitute personnel must meet or exceed the qualifications of the individuals they replace. Subcontractor shall not make a substitution without the prior written consent of Prime. Pursuant to this Subcontract, the following individual(s) shall be designated as Key Personnel:

Other Party Key Personnel Other Party Labor Category

SECTION 11.0PROPRIETARY INFORMATIONProprietary information under this Subcontract shall be handled in accordance with the Non-Disclosure Agreement between the Prime and the Subcontractor, effective on August 18, 2011. This Non-Disclosure Agreement shall survive any termination or expiration of this Subcontract.

Without limiting the generality of the foregoing, unless otherwise provided herein or authorized by Prime in writing, Subcontractor shall use all designs, processes, drawings, specifications, reports, data and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns, and other goods furnished or disclosed to Subcontractor by Prime in connection with this Subcontract, only in the performance of this Subcontract. Upon completion or termination of this Subcontract, Subcontractor shall return all such information and goods to Prime or make such other disposition thereof as may be directed or approved by Prime.

SECTION 12.0 INDEMNIFICATION

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Subcontractor shall indemnify, defend and hold Prime and Prime’s customers harmless from and against any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or relating to any claims, causes of action, lawsuits or other proceedings, regardless of legal theory, that result, in whole or in part, from the allegation or fact that Subcontractor’s (or any of Subcontractor’s subcontractors, suppliers, employees, agents or representatives): (i) engaged in intentional misconduct, negligence, or fraud, (ii) breached any representation, warranty or covenant made herein, or (iii) products or services are/were unfit, defective, incomplete or harmful.

Prime shall promptly notify Subcontractor of any claim against Prime that is covered by this indemnification provision, provided, however, that Prime’s failure to promptly notify Subcontractor about any claim shall not relieve Subcontractor from its obligations hereunder unless such failure prejudiced Subcontractor’s ability to adequately defend such claim.

Subcontractor shall defend any claim against Prime that is covered by this indemnification provision, at Subcontractor’s own expense, unless Prime chooses to defend or respond to any such claim (which defense or response shall be at Subcontractor's expense). Prime shall have the right, at the Prime’s expense, to monitor Subcontractor’s defense of any such claim. Prime shall cooperate, at Subcontractor’s expense, in Subcontractor’s defense of any indemnified claim.

The provisions of this Section shall survive any termination or expiration of this Subcontract.

SECTION 13.0 INFRINGEMENT INDEMINITYSubcontractor shall indemnify and hold Prime (including Prime’s officers, directors, employees, shareholders, consultants, agents and customers) harmless from any and all liability for infringement of any patent, trademark, trade secret, copyright or other third party rights with respect to any and all goods and services furnished under this Subcontract, except to the extent that the infringement is caused by: (i) Subcontractor adhering to the Prime’s detailed specifications; (ii) Prime’s unauthorized modification of Subcontractor’s goods or services; or (iii) Prime combining Subcontractor’s goods or services with other goods or services. Without limiting the generality of the foregoing, Subcontractor shall defend, at its expense, any suit brought against Prime (including Prime’s officers, directors, employees, shareholders, consultants, agents and customers) based on a claim that any goods and/or services furnished by Subcontractor (or any of Subcontractor’s subcontractors, suppliers, employees, agents or representatives) under this Subcontract or the normal use or sale thereof infringes any patent, trademark, trade secret, copyright or other third party rights, and shall pay reasonable attorneys’ fees, costs, and damages finally awarded in any such suit, provided that Subcontractor is notified in writing of the suit and given authority, information, and assistance at Subcontractor's expense for the defense of such claim(s). If the use or sale of said goods or services is enjoined as a result of such suit, or Subcontractor is otherwise precluded from delivery under this Subcontract, Subcontractor shall, at no expense to Prime, obtain for Prime and its customers the license of said item or shall substitute an equivalent item acceptable to Prime and extend this indemnity thereto, or shall reimburse Prime the full cost paid for the product and service covered under this Subcontract.

The provisions of this Section shall survive any termination or expiration of this Subcontract.

SECTION 14.0ASSIGNMENTS AND SUBCONTRACTSThis Subcontract may not be assigned by Subcontractor without the prior written consent of Prime. Further, Subcontractor agrees to obtain Prime’s approval before subcontracting this Subcontract or any portion thereof; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials.

SECTION 15.0EXPORT CONTROL COMPLIANCE FOR FOREIGN PERSONSSubcontractor is required to comply with U.S. State Department (International Traffic in Arms Regulations (ITAR)) and Commerce Department (Export Administration Regulations (EAR)), as well as Industrial Security Requirements, when either hiring a foreign person as an employee or retaining their services through a consultant, contract labor, or technical services subcontract. Subcontractor shall not provide a foreign person (a person who is not a U.S. citizen or permanent resident or a U.S. citizen employee of a foreign owned company not incorporated to do business in the U.S.) access to export controlled technology without proper governmental authorization under the ITAR or EAR, as applicable. Accordingly, Subcontractor certifies that it will not utilize a foreign person, either as an employee, consultant, contract labor, or pursuant to a technical services subcontract, in the performance of this Subcontract without the prior written consent of Prime. Any foreign person’s access to Prime’s or Prime’s N0041756-07-C-4049 Page 4 of 18 S2 Rev.4 June 2011

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customer’s facilities and computer networks will be restricted and controlled to ensure the foreign person does not have access to ITAR or EAR controlled hardware technical data or software/code other than as specifically authorized by the U.S. Department of State or Department of Commerce, as applicable.

SECTION 16.0ANTI-CORRUPTIONThe Parties hereby represent, certify and warrant that no agent, affiliate, employee or other person associated with or acting on behalf of the Parties directly or indirectly, has in the past or will in the future offer, pay or provide anything of value in the form of any unlawful contribution, gift, entertainment or other unlawful expense to any foreign official or foreign political party for the purpose of gaining or retaining business or obtaining any unfair advantage, nor violated any provision of the U.S. Foreign Corrupt Practices Act, as amended ("FCPA"); the United Nations Convention Against Corruption, (GA Res. 58/4, UN Doc. A/58/422 (2003)) nor the Organization for Economic Co-operation and Development ("OECD") Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, Dec. 17, 1997, DAFFE/IME/BR(97)20 nor made any bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment.

SECTION 17.0CHANGESPrime may, by a written order at any time during the term of this Subcontract, make changes within the general scope of this Subcontract in any one or more of the following:

1. Description of the services to be performed;

2. Time of performance of the services (e.g., hours of the day, days of the week, etc.);

3. Place of performance of the services;

4. Drawings, designs, or specifications;

5. Method of shipment or packing;

6. Place of inspection, delivery, or acceptance.

If any such change causes an increase or decrease in any hourly rate, the Subcontract Value or the time required for performance of any part of the work under this Subcontract, Subcontractor must notify Prime of such effect before proceeding, and the Prime may make a written modification to the Subcontract and make an equitable adjustment in any one or more of the following terms of this Subcontract: (1) Subcontract Value; (2) hourly rates; (3) delivery schedule; or (4) other affected items.

SECTION 18.0LAWS AND REGULATIONSThe Subcontractor shall comply with all laws and regulations of all pertinent Federal, State and Local jurisdictions that may be applicable to activities carried out in the name of or on behalf of Prime under the provisions of this Subcontract. In the event Subcontractor becomes aware of its failure to comply with such laws and regulations, Subcontractor shall promptly notify Prime in writing, setting forth in detail its knowledge of the circumstances surrounding such failure.

SECTION 19.0DISPUTESNotwithstanding the pendency of any claim, dispute, appeal, or action between the parties, or between any of the parties and the Government, Subcontractor shall at all times proceed diligently with its performance hereunder.

A. Disputes Under the Prime Contract.

Subcontractor acknowledges that Prime’s Prime Contract contains a “Disputes” clause, pursuant to which Prime may pursue certain procedural remedies in the event of a dispute between Prime and the Government under the Prime Contract. Any decision of a Government Contracting Officer under the Prime Contract relating to this Subcontract and binding on the Prime, including a “final decision” as contemplated under FAR 33.211 (“Final Decision”) shall be conclusive and binding upon Subcontractor, and Prime shall notify Subcontractor of any such decision or Final Decision.

If Prime elects to appeal any Final Decision, Subcontractor shall provide Prime with reasonable assistance, including access to Subcontractor’s personnel and non-privileged information. Prime may, in its reasonable

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discretion, permit Subcontractor to participate in such appeal in order to protect Subcontractor’s interests, provided that such participation is through and under the coordination of Prime.

If Prime elects not to appeal such a Final Decision, Prime will notify Subcontractor. If, within (15) fifteen days of receiving such notice, Subcontractor notifies Prime that it wishes to appeal the Final Decision, Prime may, in its reasonable discretion, grant Subcontractor the right to appeal the Final decision in the name of Prime under the Disputes Clause of the Prime Contract. Any such appeal by Subcontractor shall be at its sole expense, and Subcontractor shall be solely responsible for the prosecution of such appeal. Subcontractor will indemnify and hold Prime harmless from any breach of its obligations hereunder. Subcontractor shall keep Prime reasonably apprised of progress in any such appeal, and shall give Prime copies of any non-privileged pleadings and correspondence in such appeal. Prime shall render reasonable assistance to Subcontractor in its appeal, by way of making its personnel available and by providing non-privileged documents and information as requested. Subcontractor agrees that its remedies in such an appeal (including the measure of damages or equitable adjustment and interest) shall be determined by, and be no greater than, the remedies that could have been granted to Prime.

As used herein, the term “appeal” includes all proceedings undertaken by Subcontractor pursuant to this provision, including proceedings before any court or tribunal with jurisdiction over such appeal. As between the parties, Subcontractor agrees to be conclusively bound by any final, non-appealable decision of such court or tribunal.

If Prime submits any contract claim or request for equitable adjustment under the prime Contract, and such claim or request includes or is based on a Subcontractor claim or request, Subcontractor shall provide any and all certifications required by the Contract Disputes Act pertaining to Subcontractor’s portion of the claim or request, and shall provide Prime with a full disclosure of all relevant facts, including cost and pricing data, supporting Subcontractor’s claim or request.

Nothing herein shall grant Subcontractor a direct right to obtain a decision or Final decision of a Government Contracting Officer, or to take an appeal of any such decision.

B. Other Disputes

In the event a question, claim or dispute between the parties is not cognizable under Section 18.0 a., Disputes Under The Prime Contract, the parties shall make a good faith attempt to settle such claim or dispute by mutual agreement. If an agreement is not reached within a reasonable time, either party may pursue any right or remedy available at law and/or equity. All such disputes arising out of or related to this Subcontract shall be subject to the exclusive jurisdiction and venue of the Virginia state and Federal courts located in Fairfax County or Alexandria, Virginia, and the Parties hereby consent to such jurisdiction and venue.

SECTION 20.0CONFLICT OF INTERESTSubcontractor warrants that, to the best of its knowledge and belief, and except as otherwise set forth in this Subcontract, it does not have any conflict of interest, as defined in the subparagraph below. The term “conflict of interest”, means that a relationship exists whereby a person or organization: (1) has interests that may diminish its capacity to give impartial, technically sound, objective assistance or advice and may otherwise result in a biased work product; or (2) has an unfair competitive advantage as a result of possessing or having access to any (a) proprietary information of a third party, or (b) any source selection information (as defined in Federal Acquisition Regulation (“FAR”) 2.101). If a conflict of interest with respect to this Subcontract becomes evident at any time prior to or during the term of this Subcontract, Subcontractor shall become obliged to make an immediate and full written disclosure of such conflict of interest to Prime, which disclosure shall include a description of the action Subcontractor has taken or proposes to take to avoid, eliminate, or neutralize such conflict. Prime shall have the right to modify or terminate this Subcontract if it determines that such action is necessary to avoid or mitigate a conflict of interest.

SECTION 21.0 INTELLECTUAL PROPERTYNotwithstanding any other provision of this Subcontract relating to rights in technical data, rights in computer software, patent rights, copyright, or any other form of intellectual property (collectively "IP") whether granted to Prime or to Prime's customer, the Subcontractor understands and agrees that Prime will need access to and use of Subcontractor's IP in order for Prime to perform its contract with Prime's customer. Accordingly, Subcontractor agrees that it will promptly provide such of its IP as Prime may from time to request in the form required by Prime. In doing so, Subcontractor is granting Prime a license in such IP for the purpose of Prime fulfilling its obligations to

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Prime’s customer, but for no other purpose except as expressly provided for elsewhere under this Subcontract or in a separate agreement.

SECTION 22.0 INSURANCEThe Subcontractor shall procure and maintain such insurance as is required by law or regulation as of the date of execution of this Subcontract. Without prejudice to Subcontractor’s liability to indemnify Prime as stated in the indemnification provisions of this Subcontract, Subcontractor shall procure, at its expense, and maintain for the duration of the Subcontract, the insurance policies described below with financially responsible insurance companies, reasonably acceptable to Prime, with policy limits not less than those indicated below. Notwithstanding any provision contained herein, the Subcontractor, and its employees, agents, representatives, consultants and lower-tier subcontractors and suppliers, are not insured by Prime, and are not covered under any policy of insurance that Prime has obtained or has in place.

Subcontractor shall furnish Prime revised Certificates of Insurance covering any and all subsequent extensions to the initial period of performance of this Subcontract.

COVERAGE

1. Workers’ Compensation - Insurance for statutory obligations imposed by law including, where applicable, coverage under United States Longshoremen’s and Harbor Workers’ Act, Jones Act, Defense Base Act for those employees working on a U.S. Military installation outside of the United States.

2. Commercial General Liability - (Standard ISO occurrence form) - including products and completed operations coverage, full fire legal liability and contractual liability, with a per occurrence limit of $1,000,000.

3. Business Auto Liability - Coverage for bodily injury and property damage liability for all owned, hired or non-owned vehicles, with an each accident limit of $1,000,000.

4. Professional Liability - $1,000,000 per occurrence and aggregate providing coverage for claims arising out of the performance of professional services, resulting from any error, omission or negligent act of the Subcontractor.

SECTION 23.0HEALTH AND SAFETYSubcontractor shall take all necessary precautions to protect the health and safety of Subcontractor’s employees or representatives while participating in work under this Subcontract and shall follow all applicable state and federal Occupational Safety & Health Administration (“OSHA”) requirements.

SECTION 24.0 INDEPENDENT CONTRACTORSubcontractor is an independent contractor. Neither Subcontractor nor any of Subcontractor's workers shall be deemed to be employees of Prime for any purpose. Subcontractor is to exercise its own discretion as to the method and manner of performing its duties, and Prime will not exercise control over Subcontractor beyond ensuring that Subcontractor complies with the statement of work and the other terms and conditions of this Subcontract. Prime reserves the right to offer suggestions to Subcontractor regarding the technical aspects of Subcontractor’s services. Subcontractor shall comply with all laws requiring insurance on workers and assumes all liability and will hold Prime harmless for all claims by or on behalf of Subcontractor’s employees or contractors.

SECTION 25.0 INSPECTION AND ACCEPTANCEInspection and acceptance shall be at Prime's location or at such other place as Prime shall designate. All materials furnished and services performed pursuant hereto shall be subject to inspection and test by Prime and its agents and by its customers at all times and places, during the period of performance, and in any event before acceptance. In the event that material furnished or services supplied are not in accordance with the statement of work requirements, Prime may require Subcontractor to replace or correct services or materials at Subcontractor’s expense. If Subcontractor fails to proceed with reasonable promptness to perform required replacement or correction, Prime may terminate the Subcontract for default.

SECTION 26.0TAXES

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Subcontractor shall be liable for payment of all applicable taxes based on services performed hereunder, but excluding taxes based on Prime’s net income or worth, whether now or hereafter imposed by any federal, state, local or other taxing authority or jurisdiction.

SECTION 27.0TERMINATIONPrime may terminate this Subcontract, in whole or in part, for its convenience (without cause) at any time by written notice stating the extent and effective date of such termination. Subcontractor shall continue performance of those portions of the Subcontract not terminated.

Prime may, by written notice to Subcontractor, terminate this Subcontract for default in the event of any of the following circumstances: (i) if Subcontractor fails to make progress in the work so as to endanger performance within the time specified herein or any extension thereof; or (ii) if Subcontractor fails to perform any of the other provisions of this Subcontract in accordance with its terms, and in either of these two circumstances does not cure such failure within a period of 10 days (or such longer period as Prime may authorize in writing) after receipt of notice from the Prime specifying such failure; or (iii) if Subcontractor becomes insolvent or the subject of proceedings under any law relating to bankruptcy or the relief of debtors or admits in writing its inability to pay its debts as they become due.

In the event of a termination for convenience or default, Prime shall be liable to pay Subcontractor only in accordance with the provisions of FAR 52.249-2 or FAR 52.249-8, respectively.

In the event of a termination for default, Prime may procure or otherwise obtain, upon such terms and in such manner as Prime may deem appropriate, supplies or services similar to those terminated, and Subcontractor shall be liable to Prime for any excess costs of such similar supplies or services.

Subcontractor shall transfer title and deliver to Prime, in the manner and to the extent requested in writing by Prime at or after termination, such complete articles, partially completed articles and materials, parts, tools, dies, patterns, jigs, fixtures, plans, drawings, information and contract rights as Subcontractor has produced or acquired for the performance of the Subcontract.

SECTION 28.0STOP WORK ORDERPrime has the right to immediately suspend performance under this Subcontract with a written Stop Work Order. In the event of such direction, Subcontractor shall cease all performance, cancel all outstanding procurements and take no further steps toward delivery except those necessary for immediate and orderly shutting down of the work, and for securing any inventory obtained in the course of performance. Prime shall not be liable to Subcontractor for any expenses incurred by Subcontractor during any Stop Work period.

SECTION 29.0NON-SOLICITATIONA. Employees. During the Period of Performance of this Subcontract and the one (1) year period following the termination or expiration of this Subcontract, neither party shall knowingly solicit, recruit, hire or otherwise employ or retain any employee of the other party who was involved in the performance of this Subcontract, without obtaining the prior written consent of the other party. This Section shall not restrict in any way the right of either party to solicit or recruit generally in the media, and shall not prohibit either party from hiring an employee of the other who answers any such general advertisement or who otherwise voluntarily applies for hire without having been personally solicited or recruited by the hiring party. In the event that one party solicits for hire employees of the other in violation of this clause, the hiring party shall pay liquidated damages equal to the current annual compensation at which any such employees were newly hired, plus any legal expenses associated with the enforcement of this clause. Both parties agree that it would be impracticable and extremely difficult to ascertain the amount of the actual damages caused by material breach of this Non-Solicitation clause. The parties further agree that this liquidated damages provision represents reasonable compensation, and not a penalty, for the loss that would be incurred due to any such breach. Nothing in this section is intended to limit a party’s right to obtain injunctive and other relief as may be appropriate.

B. Clients or Business. During the term of this Subcontract and for one (1) year thereafter, Subcontractor shall not (1) knowingly solicit the United States Marine Corps (USMC) and the Combatting Terrorism Technical Support Office (CTTSO) for any follow-on contract, re-bid of the Prime Contract or other procurement for the same or similar Deliverables or services provided under this Subcontract; or (2) provide the services it provided Prime under this Subcontract to the USMC and CTTSO for any follow-on contract, re-bid of the Prime Contract or other procurement

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for the same or similar Deliverables or services provided under this Subcontract, without the prior written consent of Prime.

SECTION 30.0WAIVERAcceptance by Prime of any variation from any condition of this Subcontract shall not be a waiver of Prime's right to insist upon and to hold Subcontractor liable for any future operation of the said condition. No waiver of any right hereunder shall be effective unless set forth in a document executed by duly authorized representatives of Subcontractor and Prime. The waiver of any breach of any term, covenant or condition herein contained shall not be deemed to be a future waiver of such term, covenant or condition or any subsequent breach of the same.

SECTION 31.0SEVERABILITY/SURVIVABILITYIf any provision of this Subcontract is found by any court or tribunal to be illegal, invalid, or unenforceable, the remainder of the Subcontract shall remain enforceable and binding, and the illegal, invalid or unenforceable provision shall be modified or restricted to the extent and in the manner necessary to render the same legal, valid, and enforceable, or, if such provision cannot be so modified or restricted, it shall be excised from the Subcontract without affecting the legality, validity, or enforceability of any remaining provisions.

SECTION 32.0ORDER OF PRECEDENCEThe documents listed below are hereby incorporated by reference. In the event of an inconsistency or conflict between or among the provisions of this Subcontract, the inconsistency shall be resolved by giving precedence in the following order:

Sections 1.0 through 41.0 of this Subcontract Attachment IV: FAR Flow Down Clauses Attachment III: Special Provisions Attachment I: Statement of Work. Attachment II: Funding Authorization

SECTION 33.0TITLE AND RISK OF LOSSUnless otherwise specified, all shipments shall be FOB destination. Title and risk of loss shall pass to the Prime at the FOB point, provided however, that the risk of loss shall remain with Subcontractor as to goods which are not accepted by Prime or which are rejected by Prime.

SECTION 34.0PACKAGINGSubcontractor shall ensure that all items are preserved, packaged, packed, and marked in accordance with best commercial practices to meet the packing requirements of the carrier and ensure safe delivery at destination. The packaging, labeling, and shipping of all supplies must conform to all applicable international, federal, and state laws and regulations.

SECTION 35.0NOTICESAll notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by fax, by email, by express or overnight mail delivered by a nationally recognized air courier (delivery charges prepaid), or by registered or certified mail (postage prepaid, return receipt requested) as follows:

if to Prime: Bill Riggs at ricksb@tswg.gov

if to Subcontractor: Kendra Vessels at Kendra.vessels@stratfor.com or Korena Zucha at korena.zucha@stratfor.com

or to such other address as the party to whom notice is given may have previously furnished to the other in writing in the manner set forth above. Any notice or communication delivered in person shall be deemed effective on delivery. Any notice or communication sent by fax, overnight mail, or email shall be deemed effective on the first business day following the day on which such notice or communication was sent. Any notice or communication

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sent by registered or certified mail shall be deemed effective on the third Business Day following the day on which such notice or communication was mailed.

SECTION 36.0COMMUNICATION WITH CUSTOMERSubcontractor is expressly prohibited from communicating with Government personnel with respect to the Prime Contract and/or Subcontract management issues, pricing, payments, specific tasking or Subcontractor’s performance under tasks related to this Subcontract, without the prior consent of Prime, or as otherwise agreed by the parties. Nothing herein shall be construed to restrict the discussion of day-to-day operational issues, or limit Subcontractor’s communications with Government personnel pursuant to FAR 52-203-6. Any communications authorized by Prime, other than those expressly provided for herein, between Subcontractor’s personnel and Government personnel, shall be conducted in the presence of Prime’s Contractual or Technical Representative or other authorized representative unless otherwise agreed by the parties.

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SECTION 37.0WARRANTYIn addition to and without limiting any other warranties expressed herein, the Subcontractor warrants that its services under this agreement shall be performed in a workmanlike manner, and that all materials and/or services delivered hereunder conform strictly to the design, specifications, drawings, samples or other descriptions referenced in this Subcontract, and will be free from defects in material and workmanship. Such warranties shall survive any inspection, delivery, acceptance or payment by the Prime for a period of six (6) months following date of shipment, unless otherwise specified herein. This shall not invalidate a manufacturer’s standard warranty if those terms are more favorable.

SECTION 38.0PERFORMANCE OF WORK AT PRIME OR GOVERNMENT’S PREMISESIn the event that Subcontractor performs any work under this Subcontract on premises under the control of Prime or Prime’s U.S. Government customer, Subcontractor shall ensure that its employees observe and follow any facility rules and security regulations, including but not limited to any identification badge requirements.

SECTION 39.0PRESS RELEASESSubcontractor shall not issue any news release, public announcement, or advertising material, regardless of media, pertaining to this Subcontract, or the relationship between the parties hereto, in any manner whatsoever, without the prior review and written consent of Prime.

SECTION 40.0CHOICE OF LAW/WAIVER OF JURY TRIALIrrespective of the place of performance, this Subcontract will be construed and interpreted according to the Federal common law of Government contracts as enunciated and applied by Federal judicial bodies, Boards of Contract Appeals, and quasi-judicial agencies of the Federal Government. To the extent that the Federal common law of Government contracts is not dispositive, the laws of the Commonwealth of Virginia shall apply, without regard to its conflict of laws provisions. The Parties waive trial by jury with respect to any dispute relating to this Subcontract.

SECTION 41.0ENTIRE AGREEMENTThe parties hereby agree that this Subcontract, including all documents incorporated herein by reference, constitutes the entire agreement and understanding of the parties with respect to the purpose of this Subcontract and the matters addressed herein and the parties further agree that this Subcontract supersedes and replaces any and all prior or contemporaneous representations, agreements or understandings of any kind, whether written or oral, relating to the subject matter hereof.

SECTION 42.0EXECUTION AND DELIVERY OF SUBCONTRACTThis Subcontract may be executed and delivered by facsimile or electronically by a scanned .pdf file in counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same instrument. In producing this Subcontract, it shall not be necessary to produce or account for more than one counterpart signed by the person against whom enforcement is sought. In witness whereof, the duly Authorized Contractual Representatives, as defined in Section 9.0, of Prime and Subcontractor have executed this Subcontract on the dates shown:

Company Name: Stratfor Enterprises, LLC (Stratfor) ManTech SRS Technologies, Inc.

By: (Signature)Name(Type or Print) Don. R. Kuykendall

Title: President and Chairman

Date: August 22, 2011

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ATTACHMENT IStatement of Work

Section 42.1 Brief Synopsis: The Combatting Terrorism Technical Support Center (CTTSO) Contract No. N0041756-07-C-4049—Incorporating critical methods and approaches for analytical modeling for intelligence efforts of the United States Marine Corps and Irregular Warfare support Program

Complete Statement of Work

1.0 SCOPE. STRATFOR will provide the Marine Corps and the Combating Terrorism Technical Support Office (CTTSO) with technical exchange of analytic approaches and organization in support of specific Marine Corps and Irregular Warfare Support Program (IWSP) objectives. The goal of this engagement is to help the Director of Marine Corps Intelligence (DIRINT) who has identified the requirement to learn and incorporate highly effective analytic models and approaches to improve and prepare Marine intelligence for 21st century threats. The objective is to improve the practice of Marine expeditionary intelligence analysis by acquiring STRATFOR services through a series of seminars, training courses and exchanges for methods and approaches.

Work shall consist of two principal deliveries from STRATFOR:

(1) Forecasting Services : Provide up to 4 forecasting seminars on world trends important to USMC/CTTSO/USDI and,

(2) Methods, Approaches, Organization and Training: Provide a series of short seminars, training courses and exchanges between STRATFOR and Marine Intelligence to acquire strategic forecasting methods, tools and organizational constructs that can/will be incorporated into Marine Intelligence. Work shall consist of exchange and learning seminars, writing to capture models and approaches, evaluation of current practice, and recommendations for improvement. It is anticipated that a team of STRATFOR-provided experts will work on a recurring basis with members of the Government team.

2.0 APPLICABLE DOCUMENTS. None

3.0 REQUIREMENTS. STRATFOR shall analyze topics identified within this Statement of Work and provide identified services (e.g., exchanges, seminars, short training courses, associated documentation) for the Marine Corps and Combating Terrorism Technology Support Office (CTTSO) Irregular Warfare Support Program (IWSP) Program Manager.

3.1 After award, STRATFOR shall conduct a “needs assessment” to ensure complete understanding of the customer’s requirements. This will consist of a kick-off meeting to be conducted within the first 15 days of contract start and the delivery of a short (~10 pgs) concept of operations (CONOPS) of how the project will be implemented for the customer’s review and approval. (CDRL Final Report).

3.2 Executive Summary “Needs Assessment” shall contain the following core element:

3.2.1 Executive Summary shall highlight the customer’s specific requirements for execution of the outlined events for deliverables 1 & 2 (Deliverable 1: Forecasting Services; and, Deliverable 2: Methods, Approaches, Organization and Training) ;

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3.3.1 Deliverable 1: Forecasting Services . Working with the Government customer, draft an outline with topic areas, schedule and location for the 4 forecasting seminars.

3.3.2 Deliverable 2: Methods, Approaches, Organization and Training. Working with the Government customer, draft an outline with topic areas, schedule and location for exchanges to learn contractor organization and tactics, techniques and procedures that can be incorporated into Marine Intelligence.

4.0 TASKS/EXECUTION. All tasks will be conducted in close coordination with the sponsor.

4.4.1 Deliverable 1: Establish and Run the USMC Forecasting Board . Establish a consultative panel of experts to meet on a quarterly basis (minimum 4 exchanges), with Government participants changing depending on the methodology or geopolitical issues examined. The purpose of the Board will be to brief USMC/CTTSO/USDI on geopolitical trends important to USMC/CTTSO/USDI. A short paper (NTE 10 pages) will be written and submitted to the Government following each Board meeting (Total of 4).

4.4.2 Deliverable 2: Contractor Exchange to USMC Intelligence on Methods, Approaches, Organization Recommendations and Training. Establish a consultative panel of experts to meet on a regular basis (at least 12 visits), with Government participants changing depending on the methodology or issue examined. The purpose of the Board shall be to advise and teach the implementation of new analytic approaches and introduce to the USMC the techniques of strategic forecasting, contractor net assessment approach, watch officer, operation center, strategic/tactical review, empathetic analysis, structured narrative analysis, global assessment/patterns of the world framework, writer/analyst relation, support structure to the analyst, STRATFOR culture of challenge and critique, role of analysts, contractor research methods. Panels shall typically consist of 3-4 STRATFOR experts who shall provide short oral and written critiques of specific analytical methodologies, approaches, organizational design addressing their appropriateness for application to US Marine intelligence analysis, highlighting their strengths and weaknesses, and providing examples of their successful implementation. Short paper (NTE 10 pages) will be written and submitted to the Government following each Board meeting (12 total). Within these exchanges, contractor shall provide training (minimum 4 events) on specific contractor methods to as many as 6 Government analysts at one time. Training content will be determined by the Government and in consultation and agreement with STRATFOR.

4.0 DELIVERABLES.

4.1 Progress, Status and Management Report. Include status of this effort in the monthly status reports (MSRs) IAW the overarching contract requirements.

4.2 Deliverable 1: Establish and Run the USMC Forecasting Board. Host 4 Board meetings in Austin, TX on topics and schedule to be determined by the Government at the kick-off meeting and formalized in the Government/Contractor approved CONOPS. Produce 4 short papers (NTE 10 pages) that summarize information discussed during Board meetings.

4.3 Deliverable 2: Contractor Exchange to USMC Intel on Methods, Approaches, Organization Recommendations and Training. Exchange visits and short training seminars (NTE 12 Board events, (2) x training events (Quantico, VA) and (2) training seminars (Austin, TX) to capture the STRATFOR’s net assessment approach, watch officer, operation center, strategic/tactical review, empathetic analysis, structured narrative analysis, global assessment/patterns of the world framework, writer/analyst relation,

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support structure to the analyst, contractor culture of challenge and critique, role of analysts, contractor research methods. Produce 12 short papers (NTE 10 pages) that summarize information discussed during Exchange meetings.

4.4 Final Report and Presentation. STRATFOR shall develop and deliver a final report that includes the analysis process, possible approaches, findings, and recommendations (5 pages maximum). In addition, STRATFOR shall develop and deliver to the CTTSO IWS/USMC Program Manager one briefing (PowerPoint – no more than 10 slides) of the results and specific actionable recommendations as to how to proceed after first year of implementation. (See CDRL.)

5.0 DATA RIGHTS, DISTRIBUTION LIMITATIONS AND MARKINGS.IAW the overarching SOW.

6.0 SECURITY. Security requirements shall be IAW the overarching SOW.

7.0 PERIOD OF PERFORMANCE. This effort shall be completed over a 12-month period beginning after contract award. Kick-off brief to be delivered NLT 15 days after contract award and final brief NLT 30 days prior to completion of contract period of performance.

8.0 EXPECTED RESULTS. A decisive analytic advantage using STRATFOR-provided methods approaches and organizational recommendations to understand and predict outcomes related to operational targeting of adversaries or competitors in the 21st century threat environment. This involves the Government using analytical methods and organizational constructs grounded in years of STRATFOR’s experience analyzing geopolitics. The STRATFOR/USMC exchange will assist the USMC in leveraging the contractor’s best practices, methods and approaches to better forecast the future threat environment. This effort represents an initial effort to adapt and incorporate highly effective, commercial analytic intelligence methods to meet the USMC requirements for advanced analytical methods for 21st century intelligence work.

9.0 APPLICABLE SLIN. SLIN0020AL

10.0 PERFORMER. STRATFOR

11.0 COST. 11.1 Labor - A Task Plan for one year of effort will be developed.

11.2 Travel: Will be approved by the government in advance using the attached form. Trip reports will be delivered NLT 5 business days after travel completion.

For Deliverable 1: Forecasting Board. Meetings will occur in Austin, Texas.

For Deliverable 2: Contractor Board exchange events and Training. Four (4) each board exchange and training events; (2) each training events shall occur in Quantico, VA and 2 each in Austin Texas.

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ATTACHMENT IIFunding Authorization

<Insert image of PeopleSoft Funding Document(s) here>

To be provided by prime vendor as noted in section 4.0

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ATTACHMENT IIISpecial Provisions

n/a

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ATTACHMENT IVGovernment Terms and Conditions Applicable to U.S. Government Subcontracts

General Contract Provisions Applicable to this Subcontract

1. DEFINITIONS

In the following clauses, and unless the context of the clause requires otherwise, the term “Contractor” shall mean Subcontractor, the term “Contract” shall mean this Subcontract, and the terms “Government,” “Contracting Officer” and equivalent phrases shall mean Prime and Prime's Purchasing Representative, respectively. In the data rights clauses the term “Government” and “Contracting Officer” shall remain unchanged. It is intended that the referenced clauses shall apply to Subcontractor in such manner as is necessary to reflect the position of Subcontractor as a subcontractor to Prime, to insure Subcontractor's obligations to Prime and to the United States Government, and to enable Prime to meet its obligations under its Prime Contract or Subcontract.

This Subcontract incorporates one or more clauses by reference, with same force and effect as if they were given in full text. Upon request, the Prime will make their full text available.

For contract clauses which are contained in the Federal Acquisition Regulation (FAR) the address is http:www.arnet.gov/far/.

CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (FEB 1998)

FAR Clause Clause Title Date52.202-1 Definitions (Jul 2004)52.203-3 Gratuities (Apr 1984)52.203-5 Covenant Against Contingent Fees (Apr 1984)52.203-6 Restrictions on Subcontractor Sales to the Government (Sep 2006)52.203-7 Anti-Kickback Procedures (Oct 2010)52.203-12 Limitations on Payments to Influence Certain Federal Transactions (Apr 2010)52.203-13 Contractor Code of Business Ethics and Conduct52.209-6 Protecting The Government’s Interest When Subcontracting with Contractors Debarred, Suspended,

or Proposed for Debarment (Dec 2010)

52.215-2 Audit and Records Negotiation (Oct 2010)52.219-8 Utilization of Small Business Concerns (Jan 2011)52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation (Jul 2005)52.222-21 Prohibition of Segregated Facilities (Feb 1999)52.222-26 Equal Opportunity (Mar 2007)52.222-35 Equal Opportunity for Veterans (Sep 2010)52.222-36 Affirmative Action for Worker with Disabilities (Oct 2010)52.222-37 Employment Reports on Veterans (Sep 2010)52.222-46 Evaluation of Compensation for Professional Employees (Feb 1993)52.222-50 Combating Trafficking in Persons (Feb 2009)52.225-13 Restrictions on Certain Foreign Purchases (Jun 2008)52.227-1 Authorization and Consent (Dec 2007)52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (Dec 2007)52.229-1 State and Local Taxes (Apr 1984)52.229-3 Federal, State, and Local Taxes (Apr 2003)52.233-1 Disputes (Jul 2002)52.242-13 Bankruptcy (Jul 1995)52.242-15 Stop-Work Order (Aug 1989)52.244-6 Subcontracts for Commercial Items (Dec 2010)52.257-64 Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006)52.248-1 Value Engineering (Oct 2010)52.249-14 Excusable Delays (Apr 1984)

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FAR Flowdown Provisions from the Prime Contract

Title

Steve, the proposal instructions had the following which relates to this section. Which should we incidate?

Please Note that no exception can be taken to any FAR, DFAR Contract Clause or Special Prime Contract Clause included herein. These are direct flow downs from the Government prime contract. Please state in your proposal that you take no exception to any FAR clause or special prime contract clause included herein.

Should you take exception to any of these clauses, please provide them in writing along with your proposal, using the following format:

Solicitation Document Paragraph/Page Requirement/

Portion Rationale

Statement of Objectives (SOO), Solicitation Section, Attachment, initial Agreement, Task Order etc.

Applicable Page and Paragraph numbers

Identify the requirement or portion to which the exception is taken

Justify/explain the basis for exception and impact on contract

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