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”.
