EX-4.4





 Exhibit 4.4 

FIRST SUPPLEMENTAL INDENTURE 

BIGBEAR.AI HOLDINGS, INC. 
 THE
GUARANTORS PARTY HERETO 
 AND 

WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee 
 Dated as of June 6,
2022 
 6.00% Convertible Senior Notes due 2026 












 THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered
into as of June 6, 2022, among BIGBEAR.AI HOLDINGS. INC., a Delaware corporation (the “Company”), BigBear.ai Intermediate Holdings, LLC, a Delaware limited liability company, BigBear.ai, LLC, a Delaware limited liability company,
NuWave Solutions, L.L.C., a Maryland limited liability company, PCI Strategic Management, LLC, a Maryland limited liability company, ProModel Government Solutions, Inc., a Utah corporation, Open Solutions Group, LLC, a Virginia limited liability
company, and ProModel Corporation, a Pennsylvania corporation (each an “Undersigned”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”). 

RECITALS 
 WHEREAS, the Company,
the Guarantors party thereto and the Trustee entered into an Indenture, dated as of December 7, 2021 (the “Indenture”), relating to the Company’s 6.00% Convertible Senior Notes due 2026 (the “Notes”); 

WHEREAS, the Company agreed pursuant to the Indenture to cause any Subsidiary (with certain exceptions) that guarantees certain Indebtedness
of the Company or any Guarantor following the Issue Date to provide a Guarantee; 
 WHEREAS, pursuant to Section 10.01(c), the Company
and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of Holders. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this
Supplemental Indenture hereby agree as follows: 
 Section 1.     Capitalized terms used herein and not otherwise
defined herein are used as defined in the Indenture. 
 Section 2.     Each Undersigned, by its execution of this
Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 13 thereof. 

Section 3.     This Supplemental Indenture shall be governed by and construed in accordance with the laws of the
State of New York. 
 Section 4.     This Supplemental Indenture may be signed in various counterparts which
together shall constitute one and the same instrument. 
 Section 5.     This Supplemental Indenture is an
amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read together. 

Section 6.     The recitals and statements herein are deemed to be those of the Company and the Undersigned and not
the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture. 

  
 1 













 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written. 
  

			
	BIGBEAR.AI HOLDINGS, INC., as Issuer


 
			
		
	By:	 	 /s/ Joshua Kinley

	Name:	 	Joshua Kinley
	Title:	 	Chief Financial Officer
	
	BIGBEAR.AI INTERMEDIATE HOLDINGS, LLC, as a Guarantor


 
			
		
	By:	 	 /s/ Joshua Kinley

	Name:	 	Joshua Kinley
	Title:	 	Chief Financial Officer


 
			
	
	BIGBEAR.AI, LLC, as a Guarantor


 
			
		
	By:	 	 /s/ Joshua Kinley

	Name:	 	Joshua Kinley
	Title:	 	Chief Financial Officer


 
			
	
	NUWAVE SOLUTIONS, L.L.C., as a Guarantor


 
			
		
	By:	 	 /s/ Joshua Kinley

	Name:	 	Joshua Kinley
	Title:	 	Chief Financial Officer


 
			
	
	PCI STRATEGIC MANAGEMENT, LLC, as a Guarantor


 
			
		
	By:	 	 /s/ Joshua Kinley

	Name:	 	Joshua Kinley
	Title:	 	Chief Financial Officer


 
			
	
	PROMODEL GOVERNMENT SOLUTIONS, INC., as a Guarantor


 
			
		
	By:	 	 /s/ Joshua Kinley

	Name:	 	Joshua Kinley
	Title:	 	Chief Financial Officer


 [Signature Page to First Supplemental Indenture] 












 
			
	OPEN SOLUTIONS GROUP, LLC, as a Guarantor
		
	By:	 	 /s/ Joshua Kinley

	Name: Joshua Kinley
	Title: Chief Financial Officer
	
	PROMODEL CORPORATION, as a Guarantor
		
	By:	 	 /s/ Joshua Kinley

	Name: Joshua Kinley
	Title: Chief Financial Officer


 [Signature Page to First Supplemental Indenture] 












 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Quinton M. DePompolo

	Name:	 	Quinton M. DePompolo
	Title:	 	Assistant Vice President


 [Signature Page to First Supplemental Indenture]