KEYW HOLDING CORP Contracts & Agreements

Agreement and Plan of Merger among The KeyW Holding Corporation, Jacobs Engineering Group Inc. and Atom Acquisition Sub, Inc., dated April 21, 2019 (Filed With SEC on April 22, 2019)

Form of Restricted Stock Agreement for grants pursuant to The KeyW Holding Corporation 2013 Stock Incentive Plan (Filed With SEC on March 12, 2019)

Form of Restricted Stock Unit Agreement for grants pursuant to The KeyW Holding Corporation 2013 Stock Incentive Plan (Filed With SEC on March 12, 2019)

First Amendment of Employment Agreement, dated March 11, 2019, between The KeyW Corporation and John Sutton (Filed With SEC on March 12, 2019)

Second Amendment of Employment Agreement, dated March 11, 2019, between The KeyW Corporation and Philip Luci, Jr (Filed With SEC on March 12, 2019)

Second Amendment of Employment Agreement, dated March 11, 2019, between The KeyW Corporation and Kirk Herdman (Filed With SEC on March 12, 2019)

First Amendment to Employment Agreement, dated June 1, 2018, between The KeyW Corporation and Philip Luci, Jr (Filed With SEC on June 6, 2018)

Employment Agreement, dated August 24, 2016, between The KeyW Corporation and Philip Luci (Filed With SEC on March 16, 2018)

Employment Agreement, dated April 4, 2017, between The KeyW Corporation and Kirk Herdman (Filed With SEC on March 16, 2018)

First Amendment of Employment Agreement, dated October 10, 2017, between The KeyW Corporation and Kirk Herdman (Filed With SEC on March 16, 2018)

Amendment No. 1, dated as of December 21, 2017, to Credit Agreement, dated as of April 4, 2017, among The KeyW Corporation, as the Borrower, The KeyW Holding Corporation, the... (Filed With SEC on December 27, 2017)

First Amendment and Termination of Employment Agreement, by and between Michele Cook and The KeyW Corporation, dated September 15, 2017 (Filed With SEC on September 19, 2017)

TRANSITION AGREEMENT (Filed With SEC on May 15, 2017)

EMPLOYMENT AGREEMENT (Filed With SEC on May 15, 2017)

AGREEMENT AND PLAN OF MERGER BY AND AMONG TheKeyW Corporation, SandpiperAcquisition Corporation, SoteraHoldings Inc. and SoteraEquity Partners GP LLC Dated March 8, 2017 (Filed With SEC on April 7, 2017)

AMENDMENT TO AGREEMENT AND PLAN OF MERGER (Filed With SEC on April 7, 2017)

Target Price Per ShareLong-Term Incentive Shares Rights$13.0012,500$16.0012,500$20.0025,000$25.0025,000$30.0025,000 (Filed With SEC on March 15, 2017)

THE KEYW HOLDING CORPORATION (a Maryland corporation) 8,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 27, 2017 (Filed With SEC on February 1, 2017)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on May 27, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on May 27, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on March 15, 2016)

PricingConsolidated Senior SecuredEurodollar RateBase RateTierLeverage RatioLoansLoans1< 0.50:1.003.50%2.50%2> 0.50:1.00 but < 1.00:1.003.75%2.75%3> 1.00:1.004.25%3.25% (Filed With SEC on November 10, 2015)

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on October 2, 2015)

EMPLOYMENT AGREEMENT (Filed With SEC on August 31, 2015)

[Signature Page to Additional Capped Call Confirmation] (Filed With SEC on August 15, 2014)

[Signature Page to Additional Capped CallConfirmation] (Filed With SEC on August 15, 2014)

EMPLOYMENT AGREEMENT (Filed With SEC on August 15, 2014)

THE KEYW HOLDING CORPORATION (a Maryland corporation) $130,000,000 2.50% Convertible SeniorNotes due 2019 UNDERWRITING AGREEMENT (Filed With SEC on July 21, 2014)

THE KEYW HOLDING CORPORATION SENIOR DEBT SECURITIES INDENTURE Dated as of July 21, 2014 Wilmington Trust, National Association as Trustee (Filed With SEC on July 21, 2014)

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... (Filed With SEC on July 21, 2014)

[Signature Page to Capped Call Confirmation] (Filed With SEC on July 21, 2014)

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... (Filed With SEC on July 21, 2014)

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on May 1, 2014)

PricingTierConsolidated Total Leverage RatioEurodollar Rate LoansBase RateLoansCommitmentFee1d1.50:1.002.00%1.00%0.250%2> 1.50:1.00 but <2.25:1.002.25%1.25%0.325%3> 2.25:1.00 but... (Filed With SEC on May 1, 2014)

THE KEYW HOLDING CORPORATION 2009 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (Filed With SEC on March 12, 2013)

THE KEYW HOLDING CORPORATION 2009 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on March 12, 2013)

THE KEYW HOLDING CORPORATION 2009 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (Filed With SEC on March 12, 2013)

THE KEYW HOLDING CORPORATION 2013 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT (Filed With SEC on March 12, 2013)

THE KEYW HOLDING CORPORATION 2013 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on March 12, 2013)

THE KEYW HOLDING CORPORATION 2013 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (Filed With SEC on March 12, 2013)

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 20, 2012 among THE KEYW CORPORATION, as the Borrower, THE OTHER LOAN PARTIES IDENTIFIED HEREIN, as the Guarantors, ROYAL... (Filed With SEC on November 27, 2012)

CREDIT AGREEMENT Dated as of October 1, 2012 among THE KEYW CORPORATION, as the Borrower, THE OTHER LOAN PARTIES IDENTIFIED HEREIN, as the Guarantors, ROYAL BANK OF CANADA, as... (Filed With SEC on October 3, 2012)

THE KEYW HOLDING CORPORATION (a Maryland corporation) 7,400,000 Shares of Common Stock PURCHASE AGREEMENT (Filed With SEC on September 28, 2012)

AGREEMENTAND PLAN OF MERGER byand among SENSAGE,INC. SSI ACQUISITIONCORPORATION THE KEYWCORPORATION THE KEYWHOLDING CORPORATION and THE SHAREHOLDERREPRESENTATIVE NAMED HEREIN... (Filed With SEC on September 19, 2012)

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... (Filed With SEC on September 12, 2012)

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on July 3, 2012)

STOCKPURCHASE AGREEMENT byand among TheKEYW Holding Corporation EverestTechnology Solutions, Inc. ETSHoldings, Inc. and Certainstockholders of ETS Holdings, Inc. DatedDecember 2,... (Filed With SEC on December 16, 2010)

STOCKPURCHASE AGREEMENT byand among TheKEYW Holding Corporation Sycamore.US,Inc. SycamoreServices, Inc. TheStockholders of Sycamore.US, Inc. and TheRepresentative of the Sellers... (Filed With SEC on December 2, 2010)

Exhibit No.1.1 ExecutedPurchase Agreement dated September 30, 2010 (Filed With SEC on October 6, 2010)

THE KEYWHOLDING CORPORATION (aMaryland corporation) [l] Shares of CommonStock PURCHASEAGREEMENT (Filed With SEC on September 30, 2010)

(Cust) (Filed With SEC on September 30, 2010)

THEKEYW HOLDING CORPORATION 2010 EMPLOYEE STOCK PURCHASEPLAN (Filed With SEC on September 20, 2010)

THEKEYW CORPORATION 2008STOCK INCENTIVE PLAN TABLEOF CONTENTS (Filed With SEC on July 27, 2010)

THEKEYW CORPORATION 2008STOCK INCENTIVE PLAN INCENTIVESTOCK OPTION AGREEMENT (Filed With SEC on July 27, 2010)

THEKEYW CORPORATION 2008STOCK INCENTIVE PLAN NON-QUALIFIEDSTOCK OPTION AGREEMENT (Filed With SEC on July 27, 2010)

THEKEYW CORPORATION 2008STOCK INCENTIVE PLAN RESTRICTEDSTOCK AGREEMENT (Filed With SEC on July 27, 2010)

THEKEYW HOLDING CORPORATION 2009STOCK INCENTIVE PLAN TABLEOF CONTENTS (Filed With SEC on July 27, 2010)

THEKEYW HOLDING CORPORATION 2009STOCK INCENTIVE PLAN INCENTIVESTOCK OPTION AGREEMENT (Filed With SEC on July 27, 2010)

THEKEYW HOLDING CORPORATION 2009STOCK INCENTIVE PLAN NON-QUALIFIEDSTOCK OPTION AGREEMENT (Filed With SEC on July 27, 2010)

THEKEYW HOLDING CORPORATION 2009STOCK INCENTIVE PLAN RESTRICTEDSTOCK AGREEMENT (Filed With SEC on July 27, 2010)

THEKEYW CORPORATION NON-QUALIFIEDSTOCK OPTION AGREEMENT (Filed With SEC on July 27, 2010)

THEKEYW CORPORATION RESTRICTEDSTOCK AGREEMENT (Filed With SEC on July 27, 2010)

ProportionofOpportunityDeliveredin: EmployeeTier Position StockOptions RestrictedStockUnits(RSUs) Tier 1 President and Chief Executive Officer 80 % 20 % Tier 2 Chief Financial... (Filed With SEC on July 27, 2010)

TargetOpportunity EmployeeTier Position (AsaPercentofSalary) Tier 1 President and Chief Executive Officer 75 % Tier 2 Chief Financial Officer 50 % Chief Impact Officer 50 % Chief... (Filed With SEC on July 27, 2010)

EMPLOYMENTAGREEMENT (Filed With SEC on July 27, 2010)

AMENDEDAND RESTATED REGISTRATION RIGHTS AGREEMENT (Filed With SEC on July 27, 2010)

WARRANT TO PURCHASE COMMON STOCK OF The KEYWHolding Corporation (Filed With SEC on July 27, 2010)

CREDIT AND SECURITYAGREEMENT (Filed With SEC on July 27, 2010)

FIRSTAMENDMENT TO CREDITAND SECURITY AGREEMENT AND JOINDER, ASSUMPTION ANDRATIFICATION AGREEMENT (Filed With SEC on July 27, 2010)

COVENANT NOT TO CONVEYAND NEGATIVE PLEDGEAGREEMENT (Filed With SEC on July 27, 2010)

REVOLVING LOANNOTE (Filed With SEC on July 27, 2010)

TERM LOANNOTE (Filed With SEC on July 27, 2010)

CONTRIBUTIONAGREEMENT byand among D.PATRICK CURRY 2008DENNIS PATRICK CURRY GRANTOR RETAINED ANNUITY TRUST KEVINB. WILSHERE TAGHOLDINGS, LLC THEANALYSIS GROUP, LLC and (Filed With SEC on July 27, 2010)

THISPROMISSORY NOTE IS SUBORDINATED TO ANY PRESENT OR FUTURE INDEBTEDNESS OWING FROMTHE MAKER TO BANK OF AMERICA, N.A. AND ITS ASSIGNS, AND MAY BE ENFORCED ONLY INACCORDANCE WITH... (Filed With SEC on July 27, 2010)

SUBORDINATED UNSECUREDPROMISSORY NOTE (Filed With SEC on July 27, 2010)

THEKEYW CORPORATION SUBSCRIPTIONAGREEMENT FORACCREDITED INVESTORS (Filed With SEC on July 27, 2010)

AMENDEDAND RESTATED STOCKHOLDERS AGREEMENT AMONG CORPORATEOFFICE PROPERTIES, L.P., FRANKDERWIN, FREDERICKFUNK, GEFCAPITAL COMPANY HOLDINGS, LLC, THEHANNON FAMILY, LLC, JOHNG.... (Filed With SEC on July 27, 2010)

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KEYW HOLDING CORP Contracts & Agreements