AGREEMENT AND PLAN OF MERGER by and among SENSAGE, INC. SSI ACQUISITION CORPORATION THE KEYW CORPORATION THE KEYW HOLDING CORPORATION and THE SHAREHOLDER REPRESENTATIVE NAMED HEREIN September 13, 2012Merger Agreement • September 19th, 2012 • Keyw Holding Corp • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 13, 2012, is made by and among SenSage, Inc., a California corporation (the "Company"), The KEYW Corporation, a Maryland corporation (the "Purchaser"), The KEYW Holding Corporation ("Parent"), SSI Acquisition Corporation, a California corporation and wholly-owned subsidiary of the Purchaser (the "Merger Sub"), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative for the Company's shareholders (the "Shareholder Representative"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.
