To Offer to Exchange Each Outstanding Share of Common Stock
of
KEY TRONIC CORPORATION
for
One Share of Cemtrex, Inc. Common Stock
by
CEMTREX, INC.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON _____, OCTOBER __, 2017, UNLESS THE OFFER IS EXTENDED.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE PROSPECTUS AND THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED, SEE INSTRUCTION 9 OF THIS LETTER OF TRANSMITTAL.

This Letter of Transmittal is to be used if certificates are to be forwarded herewith or, unless an agent’s message (as defined in the Prospectus) is utilized, if delivery of Key Tronic Shares (as defined below) is to be made by book-entry transfer to the Exchange Agent’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in the Prospectus under the caption “The Offer – Procedure for Tendering.”

Holders of outstanding shares of common stock (the “Key Tronic Shares”) of Key Tronic Corporation (“Key Tronic”) whose certificates for such Key Tronic Shares (the “Share Certificates”) are not immediately available or who cannot deliver their Share Certificates and all other required documents to the Exchange Agent prior to the expiration date (as defined in the Prospectus), or who cannot complete the procedure for book-entry transfer on a timely basis, must tender their Key Tronic Shares according to the guaranteed delivery procedure set forth in the Prospectus under the caption “The Offer – Guaranteed Delivery.” See Instruction 2. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.

The undersigned hereby tenders to Cemtrex, Inc., a Delaware corporation (“Cemtrex”), the above-described shares of common stock (the “Key Tronic Shares”) of Key Tronic Corporation, a Washington corporation (“Key Tronic”), pursuant to Cemtrex’s offer to exchange each outstanding Key Tronic Share for one share of common stock, par value $0.001 per share, of Cemtrex (“Cemtrex Shares”), upon the terms and subject to the conditions set forth in the Prospectus dated September __, 2017 (the “Prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together, as each may be amended, supplemented or otherwise modified from time to time, constitute the “Offer”). The undersigned understands that Cemtrex reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates the right to purchase Key Tronic Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Cemtrex of its obligations under the Offer or prejudice the undersigned’s rights to receive Cemtrex Shares for Key Tronic Shares validly tendered and accepted for exchange.

Upon the terms and subject to the conditions of the Offer and effective upon acceptance of the Key Tronic Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Cemtrex all right, title and interest in and to all of the Key Tronic Shares that are being tendered hereby (and any and all dividends, distributions, rights, other Key Tronic Shares or other securities issued or issuable in respect thereof on or after the date hereof (collectively, a “Distribution”)) and appoints Continental Stock Transfer & Trust Company (the “Exchange Agent”) the true and lawful agent and attorney-in-fact of the undersigned with respect to such Key Tronic Shares (and any Distribution), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Key Tronic Shares (and any Distribution), or transfer ownership of such Key Tronic Shares (and any Distribution) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Cemtrex, (ii) present such Key Tronic Shares (and any Distribution) for transfer on the books of Key Tronic and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Key Tronic Shares (and any Distribution), all in accordance with the terms of the Offer.

The undersigned hereby irrevocably appoints designees of Cemtrex as the attorneys and proxies of the undersigned, each with full power of substitution, to exercise all voting and other rights of the undersigned in such manner as each such attorney and proxy or his substitute shall in his sole discretion deem proper, with respect to all of the Key Tronic Shares tendered hereby which have been accepted for exchange by Cemtrex prior to the time of any vote or other action (and any Distribution), at any meeting of stockholders of Key Tronic (whether annual or special and whether or not an adjourned meeting), by written consent or otherwise. This proxy is irrevocable and is granted in consideration of, and is effective upon, the acceptance for exchange of such Key Tronic Shares by Cemtrex in accordance with the terms of the Offer. Such acceptance for exchange shall revoke any other proxy or written consent granted by the undersigned at any time with respect to such Key Tronic Shares (and any Distribution), and no subsequent proxies will be given or written consents will be executed by the undersigned (and if given or executed, will not be deemed to be effective).

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Key Tronic Shares tendered hereby (and any Distribution) and that when the same are accepted for exchange by Cemtrex, Cemtrex will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or Cemtrex to be necessary or desirable to complete the sale, assignment and transfer of the Key Tronic Shares tendered hereby (and any Distribution). In addition, the undersigned shall promptly remit and transfer to the Exchange Agent for the account of Cemtrex any Distribution in respect of the Key Tronic Shares tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, Cemtrex shall be entitled to all rights and privileges as owner of any such Distribution and may withhold the Cemtrex Shares payable pursuant to the Offer or deduct from the Cemtrex Shares the amount or value thereof, as determined by Cemtrex in its sole discretion.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable.

The undersigned understands that tenders of Key Tronic Shares pursuant to any one of the procedures described in the Prospectus under the caption “The Offer – Procedure for Tendering” and in the instructions hereto will constitute a binding agreement between the undersigned and Cemtrex upon the terms and subject to the conditions of the Offer. The undersigned recognizes that under certain circumstances set forth in the Prospectus, Cemtrex may not be required to accept for exchange any of the Key Tronic Shares tendered hereby.

The undersigned understands that the delivery and surrender of Key Tronic Shares that the undersigned has tendered is not effective, and the risk of loss of Key Tronic Shares does not pass to the Exchange Agent, until the Exchange Agent receives the Letter of Transmittal, duly completed and signed, or an agent’s message (as discussed in the Prospectus in the section entitled “The Offer – Procedure for Tendering”) in connection with a book-entry transfer of Key Tronic Shares, together with all accompanying evidences of authority in form satisfactory to Cemtrex and any other required documents. THE UNDERSIGNED UNDERSTANDS THAT ALL QUESTIONS AS TO THE FORM OF DOCUMENTS (INCLUDING NOTICES OF WITHDRAWAL) AND THE VALIDITY, FORM, ELIGIBILITY (INCLUDING TIME OF RECEIPT) AND ACCEPTANCE FOR EXCHANGE OF ANY TENDER OF KEY TRONIC SHARES WILL BE DETERMINED BY CEMTREX IN ITS SOLE DISCRETION AND SUCH DETERMINATION SHALL BE FINAL AND BINDING UPON ALL TENDERING KEY TRONIC STOCKHOLDERS TO THE FULLEST EXTENT PERMITTED BY LAW. The undersigned also understands that no tender of Key Tronic Shares is valid until all defects and irregularities in tenders of Key Tronic Shares have been cured or waived and that neither Cemtrex nor the Exchange Agent, the information agent or any other person is under any duty to give notification of any defects or irregularities in the tender of any Key Tronic Shares or will incur any liability for failure to give any such notification.

Unless otherwise indicated under “Special Issuance Instructions,” please issue the Cemtrex Shares and a check for any cash payable in lieu of fractional Cemtrex Shares, and return any Key Tronic Shares not tendered or not accepted for exchange, in the name(s) of the undersigned (and, in the case of Key Tronic Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the Cemtrex Shares and a check for any cash payable in lieu of fractional Cemtrex Shares and any certificates for Key Tronic Shares not tendered or not accepted for exchange (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the Cemtrex Shares and a check for any cash payable in lieu of fractional Cemtrex Shares and return any Key Tronic Shares not tendered or not accepted for exchange in the name(s) of, and mail said check and any certificates to, the person(s) so indicated. The undersigned recognizes that Cemtrex has no obligation, pursuant to the “Special Issuance Instructions,” to transfer any Key Tronic Shares from the name of the registered holder(s) thereof if Cemtrex does not accept for exchange any of the Key Tronic Shares so tendered.

(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the necessary information above and see Instruction 5.)

FOR USE BY FINANCIAL INSTITUTIONS ONLY
FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me thereafter will be withheld until I provide a taxpayer identification number.

Signature:

Date:

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc. or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended) (each an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Key Tronic Shares) of the Key Tronic Shares tendered herewith and such holder(s) has not completed the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (ii) if such Key Tronic Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be used if Share Certificates are to be forwarded herewith or, unless an agent’s message is utilized, if deliveries of Key Tronic Shares are to be made by book-entry transfer pursuant to the procedures set forth in the Prospectus under the caption “The Offer – Procedure for Tendering.” Share Certificates for all physically delivered Key Tronic Shares, or a confirmation of a book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility of all Key Tronic Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), or an agent’s message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at one of its addresses set forth on the front page of this Letter of Transmittal prior to the expiration date (as defined in the Prospectus). Stockholders whose Share Certificates are not immediately available, who cannot deliver their Share Certificates and all other required documents to the Exchange Agent prior to the expiration date or who cannot complete the procedure for delivery by book-entry transfer on a timely basis, may tender their Key Tronic Shares pursuant to the guaranteed delivery procedure described the Prospectus under the caption “The Offer – Guaranteed Delivery.” Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution; (b) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Cemtrex, must be received by the Exchange Agent prior to the expiration date; and (c) Share Certificates for all tendered Key Tronic Shares, in proper form for transfer, or a confirmation of a book-entry transfer into the Exchange Agent’s account at the Book-Entry Transfer Facility of all Key Tronic Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), or an agent’s message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within two trading days of the date of execution of such Notice of Guaranteed Delivery, as provided in the Prospectus under the caption “The Offer – Guaranteed Delivery.”

THE METHOD OF DELIVERY OF KEY TRONIC SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY BY BOOK-ENTRY TRANSFER, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SHARE CERTIFICATES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS WILL BE ACCEPTED, AND NO FRACTIONAL SHARES WILL BE PURCHASED. BY EXECUTING THIS LETTER OF TRANSMITTAL, THE TENDERING STOCKHOLDER WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE FOR EXCHANGE OF THE KEY TRONIC SHARES.

3. Inadequate Space. If the space provided herein is inadequate, the Share Certificate numbers, the number of Key Tronic Shares evidenced by such Share Certificates and the number of Key Tronic Shares tendered should be listed on a separate schedule attached hereto and signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Partial Tenders (not applicable to stockholders who tender by book-entry transfer). If fewer than all the Key Tronic Shares represented by any certificate delivered to the Exchange Agent are to be tendered, fill in the number of Key Tronic Shares which are to be tendered in the box entitled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the Key Tronic Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly following the expiration or termination of the Offer. All Key Tronic Shares represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Key Tronic Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

If any of the Key Tronic Shares tendered hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal.

If any of the Key Tronic Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal is signed by the registered holder(s) of the Key Tronic Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless the Cemtrex Shares, a check for any cash payable in lieu of fractional Cemtrex Shares or Key Tronic Shares not tendered or not accepted for exchange are to be issued in the name of any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Key Tronic Shares tendered hereby, certificates must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Key Tronic Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Cemtrex of the authority of such person so to act must be submitted. Proper evidence of authority includes a power of attorney, a letter of testamentary, a letter of appointment or a corporate resolution.

6. Stock Transfer Taxes. Cemtrex will pay any stock transfer taxes with respect to the sale and transfer of any Key Tronic Shares to it or its order pursuant to the Offer. If, however, the Cemtrex Shares, a check for any cash payable in lieu of fractional Cemtrex Shares or Key Tronic Shares not tendered or not accepted for exchange, are to be issued in the name of any person other than the registered holder(s), or if a transfer tax is imposed for any reason other than the sale or transfer of Key Tronic Shares to Cemtrex pursuant to the Offer, then the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) will be deducted from the purchase price payable pursuant to the Offer unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted herewith.

7. Special Issuance and Delivery Instructions. If certificates for Cemtrex Shares and a check for any cash payable in lieu of fractional Cemtrex Shares are to be issued, or any Key Tronic Shares not tendered or not accepted for exchange are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal or if the certificates for Cemtrex Shares and a check for any cash payable in lieu of fractional Cemtrex Shares, or any certificates for Key Tronic Shares not tendered or not accepted for exchange, are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Stockholders tendering Key Tronic Shares by book-entry transfer may request that Key Tronic Shares not exchanged be credited to such account at the Book-Entry Transfer Facility as such stockholder may designate under “Special Issuance Instructions.” If no such instructions are given, any such Key Tronic Shares not exchanged will be returned by crediting the account at the Book-Entry Transfer Facility designated above.

8. Substitute Form W-9. Under U.S. federal income tax law, the Exchange Agent may be required to withhold a portion of the amount of any payments made to certain stockholders pursuant to the Offer. To avoid such backup withholding, each tendering stockholder must provide the Exchange Agent with such stockholder’s correct taxpayer identification number and certify that such stockholder is not subject to such backup withholding by completing the Substitute Form W-9. In general, if a stockholder is an individual, the taxpayer identification number is the Social Security number of such individual. If the Exchange Agent is not provided with the correct taxpayer identification number, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Key Tronic Shares are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

Certain stockholders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt stockholders should indicate their exempt status on Substitute Form W-9. To satisfy the Exchange Agent that a foreign person qualifies as an exempt recipient, such stockholder must submit a properly completed IRS Form W-8BEN, signed under penalties of perjury, attesting to that person’s exempt status. Such Forms can be obtained from the Exchange Agent.

Failure to complete the Substitute Form W-9 will not, by itself, cause Key Tronic Shares to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made pursuant to the Offer. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is furnished to the Internal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED “GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9” FOR ADDITIONAL DETAILS.

9. Mutilated, Lost, Stolen or Destroyed Certificates. Holders of Share Certificates that have been mutilated, lost, stolen or destroyed should (i) complete this Letter of Transmittal and check the appropriate box above and (ii) contact Key Tronic’s transfer agent, ________, immediately by calling (___) _______. Key Tronic’s transfer agent will provide such holders with all necessary forms and instructions to replace any mutilated, lost, stolen or destroyed certificates. The holder may also be required to give Key Tronic a bond as indemnity against any claim that may be made against it with respect to the certificates alleged to have been mutilated, lost, stolen, or destroyed. This Letter of Transmittal and related documents cannot be processed until the mutilated, lost, stolen or destroyed certificates have been replaced and the replacement certificates have been delivered to the Exchange Agent in accordance with the instructions contained in this Letter of Transmittal. However, there can be no assurances that such mutilated, lost, stolen or destroyed certificates will be replaced prior to the expiration date of the Offer.

10. Waiver of Conditions. To the extent legally permissible, the conditions of the Offer may be waived, in whole or in part, by Cemtrex, in its reasonable discretion, at any time and from time to time, in the case of any Key Tronic Shares tendered.

11. Questions or Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at its address and telephone numbers set forth below. Additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be obtained from the Information Agent at its address and telephone numbers set forth below. Holders of Key Tronic Shares may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

12. Irregularities. All questions as to the validity, form, eligibility (including time of receipt), and acceptance for exchange of any tender of Key Tronic Shares will be determined by Cemtrex in its sole discretion, and Cemtrex’s determinations shall be final and binding to the fullest extent permitted by law. Cemtrex reserves the absolute right to reject any and all tenders of Key Tronic Shares that it determines are not in proper form or the acceptance of or exchange for which may, in the opinion of Cemtrex’s counsel, be unlawful. Cemtrex also reserves the absolute right to waive any defect or irregularity in the tender of any Key Tronic Shares. No tender of Key Tronic Shares will be deemed to be properly made until all defects and irregularities in tenders of Key Tronic Shares have been cured or waived. None of Cemtrex, the Information Agent, the Exchange Agent or any other person is or will be obligated to give notice of any defects or irregularities in the tender of Key Tronic Shares and none of them will incur any liability for failure to give any such notice. Cemtrex’s interpretation of the terms and conditions of the Offer, including this Letter of Transmittal, will be final and binding to the fullest extent permitted by law.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE THEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE EXCHANGE AGENT OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.

Any questions or requests for assistance may be directed to the Information Agent at its address or telephone numbers set forth below. Additional copies of the Prospectus, the Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent at its address and telephone numbers set forth below. Holders of Key Tronic Shares may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

Okapi Partners LLC
1212 Avenue of the Americas, 24^th Floor
New York, News York 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (855) 208-8901

By Mail or Overnight Courier:	By Facsimile Transmission	By Hand:
	(for eligible institutions only):
Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company	Continental Stock Transfer & Trust Company
Attention: Reorganization Department	Attention: Reorganization Department	Attention: Reorganization Department
1 State Street, 30th Floor	Facsimile: (212) 616-7610	1 State Street, 30th Floor
New York, NY 10004	Confirm by phone: (917) 262-2378	New York, NY 10004

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on Share certificate(s))		Shares Tendered (Attach additional list if necessary)
	Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Tendered**




	Total Shares

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 1, 5, 6 and 7) To be completed ONLY if the Cemtrex Shares and the check for any cash payable in the Offer in lieu of fractional Cemtrex Shares (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Key Tronic Shares not tendered or not accepted for exchange are to be issued in the name of someone other than the undersigned. Issue: [ ] Check [ ] Certificates to: Name:		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7) To be completed ONLY if the Cemtrex Shares and the check for any cash payable in the Offer in lieu of fractional Cemtrex Shares (less the amount of any federal income and backup withholding tax required to be withheld) or certificates for Key Tronic Shares not tendered or not accepted for exchange are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature(s). Mail: [ ] Check [ ] Certificates to: Name:
(Please Print)		(Please Print)
Address:		Address:

(Zip Code)		(Zip Code)

(Taxpayer Identification No.)		(Taxpayer Identification No.)

(Account Number)

Authorized Signature ________________________________________

Name ____________________________________________________

Title _____________________________________________________
(Please Print)

Name of Firm _______________________________________________

Address __________________________________________________
(Include Zip Code)

Area Code and Telephone Number ______________________________

Dated ____________________________________________________

PAYER’S NAME: CONTINENTAL STOCK TRANSFER & TRUST COMPANY

SUBSTITUTE Form W-9	Part 1 — Taxpayer Identification Number — For all accounts, enter your taxpayer identification number in the box at right. (For most individuals, this is your social security number. If you do not have a number, see ‘‘How to Obtain a TIN’’ in the enclosed Guidelines.) Certify by signing and dating below. Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to give the payer.
Department of the Treasury Internal Revenue Service		Taxpayer Identification Number

Payer’s Request for Taxpayer Identification Number (TIN)		(If awaiting TIN write “Applied For”)

*	Need not be completed by stockholders tendering by book-entry transfer.

**	Unless otherwise indicated, it will be assumed that all Key Tronic Shares represented by any certificates delivered to the Exchange Agent are being tendered. See Instruction 4.


Name		Part 2 — For Payees Exempt from Backup Withholding, see the enclosed Guidelines and complete as instructed therein.
Address (number and street)		Certification Under penalties of perjury, I certify that:
		(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
City, State and Zip Code
		(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the ‘‘IRS’’) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
		(3) I am a U.S. person (including a U.S. resident alien).

		Certification Instructions – You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines).
		SIGNATURE
		DATE _________________
NOTE:		FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW THE ENCLOSED ‘‘GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9’’ FOR ADDITIONAL DETAILS.

NOTE:		YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION NUMBER.