Standard Contracts
THE KEYW HOLDING CORPORATION (a Maryland corporation) 8,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 27, 2017Underwriting Agreement • February 1st, 2017 • Keyw Holding Corp • Services-computer integrated systems design • New York
CREDIT AGREEMENT Dated as of July 21, 2014 among THE KEYW CORPORATION, as the Borrower, THE OTHER LOAN PARTIES IDENTIFIED HEREIN, as the Guarantors, ROYAL BANK OF CANADA, as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS...Credit Agreement • July 21st, 2014 • Keyw Holding Corp • Services-computer integrated systems design • New York
THE KEYW HOLDING CORPORATION (a Maryland corporation) 7,400,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • September 28th, 2012 • Keyw Holding Corp • Services-computer integrated systems design • New York
CREDIT AGREEMENT Dated as of April 4, 2017 among THE KEYW CORPORATION, as the Borrower,Credit Agreement • April 7th, 2017 • Keyw Holding Corp • Services-computer integrated systems design • New York
To: The KEYW Holding CorporationCall Option Transaction • August 15th, 2014 • Keyw Holding Corp • Services-computer integrated systems design • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Royal Bank of Canada (“Dealer”) and The KEYW Holding Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2019 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective this day of May, 2017 (the “Effective Date”), is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 150, Hanover, Maryland 21076 (the “Company”), and Marion Ruzecki, residing at 956 Placid Court, Arnold Maryland 21012 (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective this 16th day of June, 2010, is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 1334 Ashton Road, Suite A, Hanover, Maryland 21076 (the “Company”), and Mark Willard, residing at 2306 Calvary Road, Bel Air, MD 21015 (the “Employee”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2012 • Keyw Holding Corp • Services-computer integrated systems design
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”), made as of this 29th day of June, 2012, is entered into by and between The KEYW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and Leonard E. Moodispaw (the “Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2012 • Keyw Holding Corp • Services-computer integrated systems design
AMENDED AND RESTATED 2013 STOCK INCENTIVE PLANRestricted Stock Agreement • March 12th, 2019 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
The KeyW Holding Corporation, a Maryland corporation (the “Company”), hereby grants shares of its common stock (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s Amended and Restated 2013 Stock Incentive Plan (the “Plan”).
TRANSITION AGREEMENTTransition Agreement • May 15th, 2017 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of May_____, 2017, between The KeyW Corporation, a Maryland corporation, including all entities now or hereafter controlling, controlled by or under common control with The KEYW Corporation, including but not limited to The KEYW Holding Corporation, The KEYW Corporation and all direct and indirect subsidiaries of each such entity (the “Company”) and Mark A. Willard (“Executive”) (individually a “Party” and together the “Parties”).
AMENDMENT AND TERMINATION OF EMPLOYMENT AGREEMENTEmployment Agreement • September 19th, 2017 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS AMENDMENT AND TERMINATION OF EMPLOYMENT AGREEMENT (the “Amendment”), made as of this 15th day of September, 2017, is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and Michele Cook (the “Employee”). As used herein, the term Company shall include the Company and all entities now or hereafter controlling, controlled by or under common control with the Company, such term to include The KeyW Holding Corporation, a Maryland corporation (“HoldCo”).
Exhibit No. 1.1 Executed Purchase Agreement dated September 30, 2010Purchase Agreement • October 6th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • New York
THE KEYW HOLDING CORPORATION AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 21, 2014 to Indenture for Senior Debt Securities Dated as of July 21, 2014 2.50% Convertible Senior Notes due 2019First Supplemental Indenture • July 21st, 2014 • Keyw Holding Corp • Services-computer integrated systems design • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 21, 2014 (this “Supplemental Indenture”) between THE KEYW HOLDING CORPORATION, a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of July 21, 2014 between the Company and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
THE KEYW HOLDING CORPORATIONIncentive Stock Option Agreement • March 12th, 2013 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company's 2009 Stock Incentive Plan (the “Plan”).
FIRST LIEN CREDIT AGREEMENT Dated as of May 8, 2018 among THE KEYW CORPORATION, as the Borrower,First Lien Credit Agreement • May 8th, 2018 • Keyw Holding Corp • Services-computer integrated systems design • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of May 8, 2018, among THE KEYW CORPORATION, a Maryland corporation (the “Borrower”) and a wholly-owned subsidiary of THE KEYW HOLDING CORPORATION, a Maryland corporation (“Parent”), Parent, each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”) and ROYAL BANK OF CANADA, as Swingline Lender, L/C Issuer and Administrative Agent.
THE KEYW HOLDING CORPORATIONNon-Qualified Stock Option Agreement • March 12th, 2013 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company's 2013 Stock Incentive Plan (the “Plan”).
ARTICLES OF MERGER THE KEYW MERGER SUBSIDIARY, INC. (a Maryland corporation) INTO THE KEYW CORPORATION (a Maryland corporation)Merger Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design
These ARTICLES OF MERGER are entered into this 29th day of December 2009, by and between The KEYW Merger Subsidiary, Inc., a Maryland corporation (which is hereinafter called the “Merging Corporation”), and The KEYW Corporation, a Maryland corporation (which is hereinafter called the “Surviving Corporation”), in connection with The Agreement and Plan of Merger dated as of December 29, 2009, by and among The KEYW Holding Corporation, a Maryland corporation (“Hold Co.”), the Merging Corporation, and the Surviving Corporation (the “Merger Agreement”).
ContractCredit Agreement • May 1st, 2014 • Keyw Holding Corp • Services-computer integrated systems design • New York
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 14, 2014 (this “Amendment”), among THE KEYW CORPORATION, a Maryland corporation (the “Borrower”), each of the undersigned guarantors (the “Guarantors”) the Lenders party hereto and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (such capitalized term and, unless otherwise specified, all other capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below).
THE KEYW HOLDING CORPORATIONNon-Qualified Stock Option Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design
The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company’s 2009 Stock Incentive Plan (the “Plan”).
STOCK PURCHASE AGREEMENT by and among The KEYW Corporation The KEYW Holding Corporation Poole & Associates, Inc. The Stockholders of Poole & Associates, Inc. and The Representative of the Sellers Dated as of September 10, 2012Stock Purchase Agreement • September 12th, 2012 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 10, 2012 is entered into by and among The KEYW Corporation, a Maryland corporation (the “Purchaser”), Poole & Associates, Inc., a Maryland corporation (the “Company”), each of the persons listed on the signature pages attached hereto as a Seller (each a “Seller” and collectively the “Sellers”), who are stockholders of the Company, The KEYW Holding Corporation, a Maryland corporation (“Parent”) which is joining this Agreement for the limited purpose of making certain representations and warranties contained herein as described hereafter, and Michael Poole, as the representative of the Sellers hereunder (the “Sellers’ Representative”). The Purchaser, Parent, Company, each of the Sellers and the Sellers’ Representative are referred to herein as a “Party” and together as the “Parties”.
THIS PROMISSORY NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE MAKER TO BANK OF AMERICA, N.A. AND ITS ASSIGNS, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT DATED FEBRUARY 22, 2010, BETWEEN...Subordinated Unsecured Promissory Note • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
For Value Received, THE KEYW HOLDING CORPORATION, a Maryland corporation (“Company”), hereby promises to pay to the order of TAG Holdings, LLC, a Virginia limited liability company (“Seller”), in lawful money of the United States of America and in immediately available funds, the principal sum of EIGHT MILLION TWO HUNDRED FIFTY ONE THOUSAND SEVENTY SIX DOLLARS (US $8,251,076.00) together with accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below. This Subordinated Unsecured Promissory Note (this “Note”) is made in connection with that certain Contribution Agreement, dated as of the date hereof (the “Contribution Agreement”), by and among Company, Seller, the members of Seller, The Analysis Group, LLC, a Virginia limited liability company, and certain other parties thereto. All capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Contribution Agreement.
AGREEMENT AND PLAN OF MERGER among THE KEYW HOLDING CORPORATION JACOBS ENGINEERING GROUP INC. and ATOM ACQUISITION SUB, INC. Dated as of April 21, 2019Merger Agreement • April 22nd, 2019 • Keyw Holding Corp • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (as amended, restated or modified from time to time, hereinafter referred to as this “Agreement”), dated as of April 21, 2019, among The KeyW Holding Corporation, a Maryland corporation (the “Company”), Jacobs Engineering Group Inc., a Delaware corporation (“Parent”), and Atom Acquisition Sub, Inc., a Maryland corporation and a wholly owned direct or indirect Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2016 • Keyw Holding Corp • Services-computer integrated systems design
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment"), made as of this 23rd day of May, 2016, is entered into by and between Hexis Cyber Solutions, Inc., a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 100, Hanover, MD 21076 (the "Company") and Philip L. Calamia (the "Employee").
THIS SECOND AMENDMENT (this “Amendment”) dated as of August 5, 2011 to the Credit Agreement referenced below is by and among THE KEYW HOLDING CORPORATION, a Maryland corporation (the “Borrower”), the Guarantors identified on the signature pages hereto...Credit Agreement • March 15th, 2012 • Keyw Holding Corp • Services-computer integrated systems design • New York
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2019 • Keyw Holding Corp • Services-computer integrated systems design
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”), made as of this 11th day of March 2019 (the “Second Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (the “Company”) and Philip Luci, Jr. (the “Employee”).
COVENANT NOT TO CONVEY AND NEGATIVE PLEDGE AGREEMENTCovenant Not to Convey and Negative Pledge Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS COVENANT NOT TO CONVEY AND NEGATIVE PLEDGE AGREEMENT (this “Agreement”), is dated as of February 22, 2010, and is made by and among (i) THE KEYW CORPORATION, a Maryland corporation, THE KEYW HOLDING CORPORATION, a Maryland corporation, INTEGRATED COMPUTER CONCEPTS, INCORPORATED, a Maryland corporation, S&H ENTERPRISES OF CENTRAL MARYLAND, INC., a Maryland corporation, and THE ANALYSIS GROUP, LLC, a Virginia limited liability company (collectively, the “Borrowers”) and (b) BANK OF AMERICA, N.A., a national banking association the “Lender”).
THE KEYW CORPORATION SUBSCRIPTION AGREEMENT FOR ACCREDITED INVESTORSSubscription Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
STOCK PURCHASE AGREEMENT by and among The KEYW Holding Corporation Sycamore.US, Inc. Sycamore Services, Inc. The Stockholders of Sycamore.US, Inc. and The Representative of the Sellers Dated as of November 29, 2010Stock Purchase Agreement • December 2nd, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 29, 2010 is entered into by and among The KEYW Holding Corporation, a Maryland corporation (the “Purchaser”), Sycamore.US, Inc., a Maryland corporation (the “Company”), Sycamore Services, Inc. (the “Subsidiary”), each of the persons listed on the signature pages attached hereto as a Seller (each a “Seller” and collectively the “Sellers”), who are stockholders of the Company, and Kurt Heckman, as the representative of the Sellers hereunder (the “Sellers’ Representative”). The Purchaser, Company, Subsidiary, each of the Sellers and the Sellers’ Representative are referred to herein as a “Party” and together as the “Parties”.
THIS PROMISSORY NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROM THE MAKER TO BANK OF AMERICA, N.A. AND ITS ASSIGNS, AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THAT CERTAIN SUBORDINATION AGREEMENT DATED FEBRUARY 22 2010, BETWEEN...Subordinated Unsecured Promissory Note • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
For Value Received, THE KEYW HOLDING CORPORATION, a Maryland corporation (“Company”), hereby promises to pay to the order of TAG Holdings, LLC, a Virginia limited liability company (“Seller”), in lawful money of the United States of America and in immediately available funds, the principal sum of THREE MILLION FOUR HUNDRED THOUSAND DOLLARS (US $3,400,000.00) together with accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below. This Subordinated Unsecured Promissory Note (this “Note”) is made in connection with that certain Contribution Agreement, dated as of the date hereof (the “Contribution Agreement”), by and among Company, Seller, the members of Seller, The Analysis Group, LLC, a Virginia limited liability company, and certain other parties thereto. All capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Contribution Agreement.
THE KEYW CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
The KEYW Corporation, a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet and in the attachment (the “Agreement”).
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS CREDIT AND SECURITY AGREEMENT (this “Agreement”) is made as of February 22, 2010 by and between (a) THE KEYW HOLDING CORPORATION, a Maryland corporation (“HoldCo”), THE KEYW CORPORATION, a Maryland corporation (the “Company”), INTEGRATED COMPUTER CONCEPTS, INCORPORATED, a Maryland corporation (“ICCI”), THE ANALYSIS GROUP, LLC, a Virginia limited liability company (“TAG”), and S&H ENTERPRISES OF CENTRAL MARYLAND, INC., a Maryland corporation (“S&H” and together with HoldCo, the Company, ICCI and TAG, the “Borrowers”), and (b) BANK OF AMERICA, N.A., a national banking association (the “Lender”).
STOCK PURCHASE AGREEMENT by and among The KEYW Holding Corporation Everest Technology Solutions, Inc. ETS Holdings, Inc. and Certain stockholders of ETS Holdings, Inc. Dated December 2, 2010Stock Purchase Agreement • December 16th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 2, 2010 is entered into by and among The KEYW Holding Corporation, a Maryland corporation (the “Purchaser”), Everest Technology Solutions, Inc., a Delaware corporation (the “Company”), ETS Holdings, Inc., a Delaware corporation (the “Seller”) and each of the persons listed on the signature pages attached hereto as a Seller Related Party (each a “Seller Related Party” and collectively the “Seller Related Parties”), who are stockholders of the Seller, and solely for purposes set forth in this Agreement, Michael J. Cerruti, as the representative of the Seller and Seller Related Parties hereunder (the “Seller Representative”). The Purchaser, Company, each of the Sellers, the Seller Related Parties, and the Seller Representative are referred to herein as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2018 • Keyw Holding Corp • Services-computer integrated systems design
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “First Amendment”), made as of this first day of June 2018 (the “Amendment Effective Date”), is entered into by and between The KeyW Corporation, a Maryland corporation with its principal place of business at 7740 Milestone Parkway, Suite 400, Hanover, MD 21076 (“Company”) and Philip Luci, Jr. (the “Employee”).
EXECUTION VERIONCredit Agreement • November 10th, 2015 • Keyw Holding Corp • Services-computer integrated systems design • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of November 5, 2015 (this “Amendment”), among THE KEYW CORPORATION, a Maryland corporation (the “Borrower”), each of the undersigned guarantors (the “Guarantors”) the Lenders party hereto and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (such capitalized term and, unless otherwise specified, all other capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below).
