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”).
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”).
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”).
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.
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
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”).
REVOLVING LOAN NOTERevolving Loan Note • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design
This Note is the “Note” referred to in that certain Credit and Security Agreement of even date herewith between the Borrowers and the Lender (such Credit Agreement, as the same may be amended, modified, supplemented, renewed, extended or restated from time to time, being referred to herein as the “Credit Agreement”), and evidences Advances made by the Lender thereunder. The holder of this Note shall be entitled to, without limitation, the benefits provided in the Credit Agreement as set forth therein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and for prepayment of the Advances prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.
THE KEYW CORPORATIONNon-Qualified Stock Option Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design
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, in the attachment and in the Company’s 2008 Stock Incentive Plan (the “Plan”).
WARRANT TO PURCHASE COMMON STOCK OF The KEYW Holding CorporationWarrant Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
The KEYW Holding Corporation, a Maryland corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [_____________________], the registered holder hereof or his permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below), upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), on any Exercisability Date (as defined below), but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below) [______________] fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 14. This Warrant is one of a series of warrants (the “Subscr
THE KEYW HOLDING CORPORATIONRestricted Stock Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design
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 2009 Stock Incentive Plan (the “Plan”).
SUBORDINATED UNSECURED PROMISSORY NOTESubordinated 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 [_____________________] (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal sum of [_________________] (US $[________________]) 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 contemporaneously with that certain LLC Purchase Agreement, dated as of the date hereof, by and among Company, Kevin Coby and Insight Information Technology, LLC, a Delaware limited liability company.
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG CORPORATE OFFICE PROPERTIES, L.P., FRANK DERWIN, FREDERICK FUNK, GEF CAPITAL COMPANY HOLDINGS, LLC, THE HANNON FAMILY, LLC, JOHN G. HANNON REVOCABLE TRUST U/A DATED MARCH 9, 2004, LEONARD E....Stockholders Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement” or the “Stockholders’ Agreement”) is entered into as of May 29, 2009, by and among each of the following parties (each, a “Party”): (i) The KEYW Corporation, a Maryland corporation (the “Company”), (ii) Corporate Office Properties, L.P. (“COPLP”), (iii) Frank Derwin, (iv) Frederick Funk, (v) GEF Capital Company Holdings, LLC (“GEF”), (vi) The Hannon Family, LLC (the “Hannon Family”), (vii) Leonard E. Moodispaw, (viii) Caroline Pisano, and (ix) Thunderclap Holdings, LLC (“Thunderclap”) (collectively, excluding the Company, the “Existing Stockholders”), (x) Daniel Weimer, (xi) W. Morgan Adams, and (xii) Barry Skolnick (collectively, the “Acquisition Stockholders”), and (xiii) Vedanta Opportunities Fund, L.P. (“VOF”), (xiv) Alpha Technology Ltd., and (xv) the John G. Hannon Revocable Trust u/a dated March 9, 2004 (collectively, the “New Stockholders”, and together with the Existing Stockholders and the Acquisition Stockho
CONTRIBUTION AGREEMENT by and among KEVIN B. WILSHERE TAG HOLDINGS, LLC THE ANALYSIS GROUP, LLC andContribution Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS CONTRIBUTION AGREEMENT, is dated as of February 22, 2010 (the “Agreement”), among The KEYW Holding Corporation, a Maryland corporation (“KHC”), TAG Holdings, LLC, a Virginia limited liability company (“Contributor”), The Analysis Group, LLC, a Virginia limited liability company (“Company”), D. Patrick Curry (“Curry”), 2008 Dennis Patrick Curry Grantor Retained Annuity Trust, (“Trust”), Kevin B. Wilshere (“Wilshere” and together with Curry and the Trust, the “Members” and each a “Member”) and solely for purposes of Section 10.11 below, The KEYW Corporation, a Maryland corporation and a wholly-owned subsidiary of KHC (the “Guarantor” or “KEYW”).
TERM LOAN NOTETerm Loan Note • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design
This Note is the “Term Note” referred to in that certain Credit and Security Agreement of even date herewith between the Borrowers and the Lender (such Credit Agreement, as the same may be amended, modified, supplemented, renewed, extended or restated from time to time, being referred to herein as the "Credit Agreement"), and evidences the Term Loan made or deemed to be made by the Lender thereunder. The holder of this Note shall be entitled to, without limitation, the benefits provided in the Credit Agreement as set forth therein. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and for prepayment of the Term Loan prior to the maturity of this Note upon the terms and conditions specified in the Credit Agreement. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND JOINDER, ASSUMPTION AND RATIFICATION AGREEMENTCredit and Security Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND JOINDER, ASSUMPTION AND RATIFICATION AGREEMENT (this “Amendment and Agreement”) is made effective as of March 16, 2010, by and among (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 (collectively, the “Original Borrowers”), (b) INSIGHT INFORMATION TECHNOLOGY, LLC, a Delaware limited liability company (the “Additional Borrower”) and (c) BANK OF AMERICA, N.A., a national banking association (the “Lender”).
THE KEYW CORPORATIONIncentive Stock Option Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design
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, in the attachment and in the Company’s 2008 Stock Incentive Plan (the “Plan”).
THE KEYW CORPORATIONRestricted Stock Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design
The KEYW 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 2008 Stock Incentive Plan (the “Plan”).
THE KEYW HOLDING CORPORATIONIncentive 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”).
THE KEYW CORPORATION RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
The KEYW Corporation, a Maryland corporation (the “Company”), hereby issues shares of its common stock (the “Stock”), to the Grantee named below, which Stock is 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2010 • Keyw Holding Corp • Services-computer integrated systems design • Maryland
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement” or the “Registration Rights Agreement”) is entered into as of May 29, 2009, by and among each of the following parties: (i) The KEYW Corporation, a Maryland corporation (the “Company”), (ii) Corporate Office Properties, L.P., (iii) Frank Derwin, (iv) Frederick Funk, (v) GEF Capital Company Holdings, LLC, (vi) The Hannon Family, LLC, (vii) Leonard E. Moodispaw, (viii) Caroline Pisano (ix) Thunderclap Holdings, LLC, (collectively, excluding the Company, the “Existing Investors”), and (x) Vedanta Opportunities Fund, L.P., (xi) Alpha Technology Ltd, and (xii) the John G. Hannon Revocable Trust u/a dated March 9, 2004 (the “New Investors”, and together with the Existing Investors, the “Investors”, or individually, an “Investor”).
