THEKEYW CORPORATION SUBSCRIPTIONAGREEMENT FORACCREDITED INVESTORS

(a)

the Subscriber is sophisticated in financial and business matters and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Units; to the extent that the Subscriber has deemed it appropriate to do so, the Subscriber has retained and relied upon necessary and appropriate professional advice regarding the investment, tax and legal merits and consequences of this Subscription Agreement and its investment in the Units;

(b)

the Subscriber’s financial situation is such that the Subscriber is able to bear indefinitely the economic risk of its investment in the Units and could afford a total loss of such investment;

(c)

the Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) (the definition of “accredited investor” is set forth on Exhibit B hereto);

(d)

the Subscriber is acquiring the Units for the Subscriber’s own account for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act;

(e)

neither the Company nor any person acting on its behalf has offered or sold the Units to the Subscriber by means of any form of general solicitation or general advertising; the Subscriber has a pre-existing relationship with one or more of the Company’s officers or directors; the Subscriber became aware of this Offering and the Units were offered to the Subscriber by direct contact between the Subscriber and the Company; in making its investment decision, the Subscriber relied solely on information received directly from the Company, including the Company’s business plan;

(f)

the Subscriber understands that the Company was incorporated on May 13, 2008 and has no prior operating history or revenues; the Subscriber has made, either alone or together with its advisors, if any, an independent investigation of the Company and its prospects as the Subscriber deems to be, or the Subscriber’s advisors, if any, have advised to be, necessary or advisable in connection with the Subscriber’s investment in the Units, the Subscriber and its advisors, if any, have had the opportunity to ask questions of the Company’s management in connection with the Subscriber’s investment decisions and the Subscriber and its advisors, if any, have received all information and data which the Subscriber and its advisors, if any, believe to be necessary or advisable in order to reach an informed decision as to investing in the Units and to verify the information that the Subscriber has received from the Company in connection with its investment decision;

(g)

the Subscriber understands that neither the offer nor sale of the Units pursuant to this Subscription Agreement has been registered under the Securities Act or registered or qualified under any applicable state securities laws and that the Units are being offered and sold to the Subscriber by reason of and in reliance upon a specific exemption from the registration requirements of the Securities Act and exemptions from the registration or qualification requirements of such applicable state securities laws which depend upon, among other things, the bona fide nature of the Subscriber’s investment intent as expressed herein and the truth and accuracy of the Subscriber’s representations and warranties, and compliance with and performance of the Subscriber’s agreements, in each case as set forth herein; the Subscriber understands that the Company is relying upon the Subscriber’s representations, warranties and agreements as set forth herein for the purpose of determining whether the transactions contemplated hereby meet the requirements for such exemptions and qualifications;

(h)

the Subscriber understands that the purchase of the Units involves various risks, that there is no assurance of any income from its investment in the Units and that, because the Shares are not listed on any stock market or exchange, it is unlikely that any public market will exist for any resale of the Units;

(i)

THE SUBSCRIBER AGREES THAT (i) IT WILL NOT DIRECTLY OR INDIRECTLY SELL (OR ENTER INTO ANY HEDGING OR SIMILAR TRANSACTION WITH THE SAME ECONOMIC EFFECT AS A SALE), GRANT ANY OPTION TO PURCHASE, MAKE ANY SHORT SALE OF, OR OTHERWISE ASSIGN, TRANSFER, PLEDGE, ENCUMBER, HYPOTHECATE OR DISPOSE OF THE SHARES, THE WARRANTS OR ANY INTEREST THEREIN, OR MAKE ANY OFFER OR ATTEMPT TO DO ANY OF THE FOREGOING, EXCEPT PURSUANT TO A REGISTRATION OF THE SHARES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH, IN THE WRITTEN OPINION OF COUNSEL FOR THE SUBSCRIBER (WHICH COUNSEL, AND THE FORM AND SUBSTANCE OF WHICH OPINION, MUST BE SATISFACTORY TO THE COMPANY (WHICH REQUIREMENT MAY BE WAIVED BY THE COMPANY UPON ADVICE OF COUNSEL)), IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS, (ii) THE CERTIFICATE(S) FOR THE SHARES WILL BEAR A LEGEND MAKING REFERENCE TO THE FOREGOING RESTRICTIONS AND (iii) THE COMPANY AND ANY TRANSFER AGENT FOR THE SHARES AND THE WARRANTS SHALL NOT BE REQUIRED TO GIVE EFFECT TO ANY PURPORTED TRANSFER OF ANY OF THE SHARES OR WARRANTS EXCEPT FOR SUCH TRANSFERS THAT ARE IN COMPLIANCE WITH THE FOREGOING RESTRICTIONS.

(j)

the Subscriber understands and agrees that the Company is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby;

(k)

if the Subscriber is not an individual, the Subscriber (i) has its principal place of business at the address set forth under the Subscriber’s name on the signature page hereto, (ii) is duly organized and in good standing under the laws of its state or other jurisdiction of organization, (iii) has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Shares or Warrants, (iv) has the power and authority to execute and deliver this Subscription Agreement and to perform and consummate the transactions contemplated hereby and (v) has taken all actions necessary to authorize the execution and delivery of this Subscription Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby;

(l)

if the Subscriber is an individual, the Subscriber (i) has his or her residence at the address set forth under the Subscriber’s name on the signature page hereto and (ii) has all requisite legal capacity to execute and deliver this Subscription Agreement, perform its obligations hereunder and to consummate the transactions contemplated hereby;

(m)

the Subscriber has duly executed and delivered this Subscription Agreement, and this Subscription Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization or similar laws relating to creditors’ rights and (ii) general equitable principles;

(n)

the Subscriber agrees to provide, together with this completed and signed Subscription Agreement, a completed and signed Substitute IRS Form W-9, which is attached as Exhibit C hereto;

(o)

the Subscriber understands that the Company may request from the Subscriber such additional information as the Company may deem necessary to evaluate the eligibility of the Subscriber to acquire the Shares; and

(p)

the Subscriber agrees to keep confidential and not disclose or divulge any confidential, proprietary or secret information which the Subscriber may obtain from the Company pursuant to financial statements, reports and other materials delivered by the Company or its representatives to the Subscriber or the Subscriber’s advisors, if any, unless (i) such information is or becomes known to the Subscriber from a source other than the Company which, to the Subscriber’s knowledge, is not under any confidentiality obligation, whether imposed by law or contract or is or becomes publicly known without any breach of this Section by the Subscriber, (ii) the Subscriber is required to disclose such information as a result of its reporting obligations under Securities Exchange Act of 1934, as amended, but then only to extent required to comply with such obligations, or (ii) the Company gives its written consent to the Subscriber’s release of such information, except that no such written consent shall be required (and the Subscriber shall be free to release such information) if such information is to be provided to Subscriber’s counsel or accountant, provided that the Subscriber shall inform the recipient of the confidential nature of such information and shall instruct the recipient to treat the information as confidential.

(a)

The Company is duly organized and in good standing under the laws of the State of Maryland;

(b)

The Company has the power and authority to own and operate its properties and to execute and deliver this Subscription Agreement and to perform and consummate the transactions contemplated hereby, and has taken all actions necessary to authorize the execution and delivery of this Subscription Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby;

(c)

the Company has duly executed and delivered this Subscription Agreement, and this Subscription Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization or similar laws relating to creditors’ rights and (ii) general equitable principles;

(d)

when issued and paid for in accordance with this Subscription Agreement, the Shares will be duly and validly issued, fully paid and nonassessable; and

(e)

the outstanding capital stock of the Company as of the closing of the Offering (assuming all the offered Shares are subscribed for) is as set forth on Exhibit E attached hereto.  Except as set forth on Exhibit E, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.