THE
KEYW HOLDING CORPORATION

     

    2010 EMPLOYEE STOCK PURCHASE
PLAN

     

    The
following constitute the provisions of the 2010 Employee Stock Purchase Plan of
The KEYW Holding Corporation (“KEYW”).

     

    1.           Purpose.  The
purpose of the Plan is to provide Employees of the Company and its Designated
Parents or Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions.  It is the intention
of the Company to have the Plan qualify as an “Employee Stock Purchase Plan”
under Section 423 of the Code and the applicable regulations
thereunder.  The provisions of the Plan, accordingly, shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that section of the Code.

     

    2.           Definitions.  As
used herein, the following definitions shall apply:

     

    (a)          “Administrator” means
either the Board or a committee of the Board that is responsible for the
administration of the Plan as is designated from time to time by resolution of
the Board.

     

    (b)          “Applicable Laws”
means the legal requirements relating to the administration of employee stock
purchase plans, if any, under applicable provisions of federal securities laws,
state corporate and securities laws, the Code and the applicable regulations
thereunder, the rules of any applicable stock exchange or national market
system, and the rules of any non-U.S. jurisdiction applicable to participation
in the Plan by residents therein.

     

    (c)          “Board” means the
Board of Directors of the Company.

     

    (d)          “Code” means the
Internal Revenue Code of 1986, as amended.

     

    (e)          “Common Stock” means
the common stock of the Company.

     

    (f)           “Company” means The
KEYW Holding Corporation, a Maryland corporation.

     

    (g)          “Compensation” means
an Employee’s base salary from the Company or one or more Designated Parents or
Subsidiaries, including such amounts of base salary as are deferred by the
Employee (i) under any qualified or non-qualified cash or deferred arrangement
established by the Company or any Parent or Subsidiary of the Company whether or
not described in Section 401(k) of the Code, or (ii) to a plan qualified under
Section 125 of the Code.  Compensation does not include overtime,
bonuses, annual awards, other incentive payments, reimbursements or other
expense allowances, fringe benefits (cash or noncash), moving expenses,
contributions (other than contributions described in the first sentence) made on
the Employee’s behalf by the Company or one or more Designated Parents or
Subsidiaries under any employee benefit or welfare plan now or hereafter
established, and any other payments not specifically referenced in the first
sentence.

     

    
      
         


      

      
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    (h)          “Corporate
Transaction” means any of the following
transactions:

     

    (1)           a
merger or consolidation in which the Company is not the surviving entity, except
for a transaction the principal purpose of which is to change the state in which
the Company is incorporated;

     

    (2)           the
sale, transfer or other disposition of all or substantially all of the assets of
the Company;

     

    (3)           the
complete liquidation or dissolution of the Company;

     

    (4)           any
reverse merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in
which the Company is the surviving entity but (A) the shares of Common
Stock outstanding immediately prior to such merger are converted or exchanged by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise, or (B) in which securities possessing more than forty
percent (40%) of the total combined voting power of the Company’s outstanding
securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction
culminating in such merger, but excluding any such transaction or series of
related transactions that the Administrator determines shall not be a Corporate
Transaction; or

     

    (5)           acquisition
in a single or series of related transactions by any person or related group of
persons (other than the Company or by a Company-sponsored employee benefit plan)
of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Company’s outstanding securities but excluding any such
transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction.

     

    (i)           “Designated Parents or
Subsidiaries” means the Parents or Subsidiaries which have been
designated by the Administrator from time to time as eligible to participate in
the Plan.

     

    (j)           “Effective Date” means
the date determined by the Administrator.

     

    (k)          “Employee” means any
individual, including an officer or director, who is an employee of the Company
or a Designated Parent or Subsidiary for purposes of Section 423 of the
Code.  For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company.  Where the period of leave
exceeds ninety (90) days and the individual’s right to reemployment is not
guaranteed either by statute or by contract, the employment relationship will be
deemed to have terminated on the ninety-first (91st) day of such leave, for
purposes of determining eligibility to participate in the Plan.

     

    (l)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    
      
         


      

      
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    (m)         “Fair Market Value”
means, as of any date, the value of Common Stock determined as
follows:

     

    (1)           If
the Common Stock is listed on one or more established stock exchanges or
national market systems, including without limitation The Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on the principal exchange or system on which the Common
Stock is listed (as determined by the Administrator) on the date of
determination (or, if no closing sales price or closing bid was reported on that
date, as applicable, on the last trading date such closing sales price or
closing bid was reported), as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

     

    (2)           If
the Common Stock is regularly quoted on an automated quotation system (including
the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market
Value shall be the closing sales price for such stock as quoted on such system
on the date of determination, but if selling prices are not reported, the Fair
Market Value of a share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the date of determination (or, if
no such prices were reported on that date, on the last date such prices were
reported), as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or

     

    (3)           In
the absence of an established market for the Common Stock of the type described
in (i) and (ii), above, the Fair Market Value thereof shall be determined by the
Administrator in good faith.

     

    (n)          “Fulltime Employee”
means any Employee who works a regular schedule of 40 hours per
week.

     

    (o)          “Part-time Regular
Employee” means any Employee who works a regular schedule of 20 to 39
hours per week of a fixed number of hours (less
than eight) per day five days a week or eight hours per
day less than five days a week.

     

    (p)          “Parent” means a
“parent corporation” of the Company, whether now or hereafter existing, as
defined in Section 424(e) of the Code.

     

    (q)          “Participant” means an
Employee of the Company or Designated Parent or Subsidiary who is automatically
enrolled in the Plan pursuant to Section 5(a).

     

    (r)           “Plan” means this 2010
Employee Stock Purchase Plan.

     

    (s)          “Purchase Date” means
the last day of each Purchase Interval.  Purchase Dates shall occur on
each March 31, June 30, September 30 and December 31 or such other
date as determined by the Administrator.  The first Purchase Date for
the Plan shall be _____________, 2010, unless a later date is determined by the
Administrator.

     

    (t)           “Purchase Interval”
means a Purchase Interval established pursuant to Section 4.

     

    
      
         


      

      
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    (u)          “Purchase Price” shall
mean an amount equal to 85% of the Fair Market Value of a share of Common Stock
on the Purchase Date.  The Company reserves the right to modify the
target percentage of the Fair Market Value anytime before the end of the current
Purchase Interval to become effective the first day of the subsequent Purchase
Interval but, in no event, can the Purchase Price be less than the lower of 85%
of the Fair Market Value of a share of Common Stock on the first day of the
Purchase Interval and the Purchase Date.

     

    (v)          “Reserves” means, as
of any date, the number of shares of Common Stock which have been authorized for
issuance under the Plan but not then subject to an outstanding
option.

     

    (w)         “Subsidiary” means a
“subsidiary corporation” of the Company, whether now or hereafter existing, as
defined in Section 424(f) of the Code.

     

    3.           Eligibility.

     

    (a)          General.  Any
individual who is a Fulltime or Part-time Regular Employee shall be eligible to
participate in the Plan.  Employees who are subject to rules or laws
of a non-U.S. jurisdiction that prohibit or make impractical the participation
of such Employees in the Plan shall not be eligible to participate in the
Plan.  No individual who is not an Employee shall be eligible to
participate in the Plan.  New employees will be allowed to participate
in the Plan starting on the first day of the Purchase Interval following the
Interval in which they are hired by the Company if they submit a Subscription
Agreement prior to the start of that Purchase Interval (or by such later time as
is approved by the Administrator).

     

    (b)          Limitations on Grant and
Accrual.  Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be permitted to purchase shares under the
Plan if, immediately prior to purchase, (i) such Employee (taking into
account stock owned by any other person whose stock would be attributed to such
Employee pursuant to Section 424(d) of the Code) would own stock and/or hold
outstanding options to purchase stock totalling five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company or
of any Parent or Subsidiary, or (ii) such Employee’s rights to purchase stock
under all employee stock purchase plans of the Company and its Parents or
Subsidiaries exceed Twenty-Five Thousand Dollars (US$25,000) worth of stock
(determined at the Fair Market Value of the shares on the first day of the
Purchase Interval) for each calendar year.  The determination of the
accrual of the right to purchase stock shall be made in accordance with
Section 423(b)(8) of the Code and the regulations thereunder.

     

    4.           Purchase
Intervals.

     

    (a)          Initially,
the Plan shall be implemented through consecutive Purchase Intervals of three
(3) months’ duration commencing each January 1, April 1, July 1
and October 1 following the Effective Date (except that the initial
Purchase Interval shall commence on the Effective Date and the first Purchase
Date for the Plan shall be ____________ XX, 2010, unless a later date is
determined by the Administrator).  However, the Administrator may
provide for shorter or longer Purchase Intervals and may specify one or more
additional Purchase Dates within Purchase Intervals.  The maximum
duration of a Purchase Interval shall be twenty-seven (27)
months.  Participants shall purchase shares on the applicable Purchase
Dates until such time as the Plan has been terminated in accordance with
Section 20 hereof.

     

    
      
         


      

      
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    (b)          Except
as specifically provided herein, the acquisition of Common Stock on any Purchase
Date through participation in the Plan shall neither limit nor require the
acquisition of Common Stock by a Participant on any subsequent Purchase
Date.

     

    5.           Participation.

     

    (a)           General.  All
Employees eligible to participate in the Plan as of the Effective Date shall
automatically become Participants in the initial Purchase Interval and be
eligible to purchase shares of Common Stock on the Purchase Date of the initial
Purchase Interval.  All Employees eligible to participate in the Plan
as of the first day of subsequent Purchase Intervals shall automatically become
Participants in such Purchase Intervals and be eligible to purchase shares of
Common Stock on the Purchase Date of such Purchase
Intervals.  Employees who wish to participate in the Plan must submit
a subscription agreement prior to the beginning of the Purchase Interval (or by
such later date as is approved by the Administrator), and participation will
become effective on the first day of that Purchase
Interval.  Notwithstanding the automatic participation in the Purchase
Intervals by all eligible Employees, no shares of Common Stock shall be
purchased on behalf of a Participant on the Purchase Date of a Purchase Interval
unless a Participant has filed a subscription agreement in accordance with
Section 6 hereof.

     

    (b)           Purchase of
Shares.  An eligible Employee may purchase shares of Common
Stock by payroll deduction only (in accordance with Section 6
below).

     

    6.           Payroll
Deductions.

     

    (a)          At
the time a Participant files a subscription agreement, the Participant may elect
to have payroll deductions made during the Purchase Interval in fixed dollar
amounts not exceeding ten percent (10%) of the Compensation which the
Participant receives during the Purchase Interval.  All payroll
deductions made for a Participant shall be credited to the Participant’s account
under the Plan and will be withheld in whole dollar amounts.  Payroll
deductions shall commence with the first partial or full payroll period
beginning after the Participant’s submission of a subscription agreement and
shall end on the last complete payroll period prior to a Purchase Date, unless
sooner terminated by the Participant as provided in Section 11.

     

    (b)          A
Participant may discontinue participation in a Purchase Interval as provided in
Section 11, or may decrease the rate of payroll deductions during the Purchase
Interval by completing and filing with the Company a notice in the form of
Exhibit B to this Plan (or such other form or method (including electronic
forms) as the Administrator may designate from time to time) authorizing a
decrease in the payroll deduction rate.  Any decrease in the rate of a
Participant’s payroll deductions shall be effective with the first full payroll
period commencing ten (10) business days after the Company’s receipt of such
notice unless the Company elects to process a given change in participation more
quickly.  A Participant may increase the rate of payroll deductions by
completing and filing with the Company a notice in the form of Exhibit B to this
Plan (or such other form or method (including electronic forms) as the
Administrator may designate from time to time) authorizing an increase in the
payroll deduction rate.  Any increase in the rate of a Participant’s
payroll deductions shall be made effective the following Purchase
Interval.  A Participant’s subscription agreement (as modified by any
subsequently filed notice) shall remain in effect for successive Purchase Dates
unless terminated as provided in Section 10.  The Administrator shall
be authorized to limit the number of payroll deduction rate changes during any
Purchase Interval.

     

    
      
         


      

      
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    (c)          Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the
Code and Section 3(b) herein, a Participant’s payroll deductions shall be
decreased to 0% or zero dollars.  Payroll deductions shall recommence
at the rate provided in such Participant’s subscription agreement, as amended,
at the time when permitted under Section 423(b)(8) of the Code and Section 3(b)
herein, unless such participation is sooner terminated by the Participant as
provided in Section 11.

     

    7.           Maximum Share
Purchase.  On a Purchase Date, each Participant may purchase
(at the applicable Purchase Price) no more than five hundred (500) shares of
Common Stock, subject to adjustment as provided in Section 18 hereof; provided
that such purchase of shares shall be subject to the limitations set forth in
Sections 3(b), 6 and 12 hereof.  The purchase of shares on the
applicable Purchase Date shall occur as provided in Section 8, unless the
Participant has withdrawn pursuant to Section 11.

     

    8.           Purchase of
Shares.  Unless a Participant withdraws from a Purchase
Interval as provided in Section 11, below, shares of Common Stock will be
automatically purchased for a Participant on each Purchase Date, by applying the
accumulated payroll deductions in the Participant’s account to purchase the
number of full shares determined by dividing such Participant’s payroll
deductions accumulated prior to such Purchase Date and retained in the
Participant’s account as of the Purchase Date by the applicable Purchase
Price.  No fractional shares will be purchased; any amount remaining
in a Participant’s account which is not sufficient to purchase a full share
shall be carried over to the next Purchase Date or returned to the Participant,
if the Participant withdraws from the Plan.  Notwithstanding the
foregoing, any amount remaining in a Participant’s account following the
purchase of shares on the Purchase Date due to the application of Section
423(b)(8) of the Code or Section 7, above, shall be returned to the Participant
and shall not be carried over to the next Purchase Date.

     

    9.           Delivery and Sale of
Shares.  Within ten (10) calendar days after the applicable
Purchase Date, the Company will deliver the Shares purchased on such Purchase
Date to the Participant’s account maintained by the Company’s designated
broker.  In no event may a Participant sell Shares acquired on a
Purchase Date prior to the delivery of such Shares to the Participant’s account
maintained by the Company’s designated broker.

     

    
      
         


      

      
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    10.         Post-Purchase Holding
Period.  While this Plan does not designate a post-purchase
holding period for shares acquired pursuant to the Plan, the Company reserves
the right to implement a post-purchase holding period in the
future.

     

    11.         Withdrawal; Termination of
Employment.

     

    (a)          A
Participant may either (i) withdraw all but not less than all the payroll
deductions credited to the Participant’s account and not yet used to purchase
shares under a Purchase Interval or (ii) terminate future payroll deductions,
but allow accumulated payroll deductions to be used to purchase shares on the
next Purchase Date at any time by giving written notice to the Company in the
form of Exhibit B to this Plan (or such other form or method (including
electronic forms) as the Administrator may designate from time to
time).  If the Participant elects withdrawal alternative (i) described
above, all of the Participant’s payroll deductions credited to the Participant’s
account will be paid to such Participant as promptly as practicable after
receipt of notice of withdrawal and no further payroll deductions for the
purchase of shares will be made during the Purchase Interval; provided that
notice in the form of Exhibit B to this Plan (or such other form or method
(including electronic forms) as the Administrator may designate from time to
time) is delivered to the Company at least ten (10) business days prior to the
next Purchase Date.  If the Participant elects withdrawal alternative
(ii) described above, no further payroll deductions for the purchase of shares
will be made during the Purchase Interval, all of the Participant’s payroll
deductions credited to the Participant’s account will be applied to the purchase
of shares on the next Purchase Date (subject to Sections 3(b), 6, 7 and 13) and
all remaining accumulated payroll deduction amounts shall be returned to the
Participant.  If a Participant withdraws from a Purchase Interval,
payroll deductions will not resume at the beginning of the succeeding Purchase
Interval unless the Participant delivers to the Company a new subscription
agreement.

     

    (b)          Upon
termination of a Participant’s employment relationship (as described in Section
2(k)) at any time, the payroll deductions credited to such Participant’s account
during the Purchase Interval but not yet used to purchase shares will be
returned to such Participant, or in the case of his/her death, contribution
balances will be returned to the person or persons entitled thereto under
Section 15.

     

    12.         Interest.  No
interest shall accrue on the payroll deductions credited to a Participant’s
account under the Plan.

     

    13.         Stock.

     

    (a)          The
maximum number of shares of Common Stock which shall be made available for sale
under the Plan shall be five million (5,000,000) shares, subject to adjustment
upon changes in capitalization of the Company as provided in Section 19. With
respect to any amendment to increase the total number of shares of Common Stock
under the Plan, the Administrator shall have discretion to disallow the purchase
of any increased shares of Common Stock for the Purchase Interval in existence
at the time of such increase.  If the Administrator determines that on
a given Purchase Date the number of shares that may be purchased may exceed the
number of shares then available for sale under the Plan the Administrator may
make a pro rata allocation of the shares remaining available for purchase on
such Purchase Date.  Any amount remaining in a Participant’s payroll
account following such pro rata allocation shall be returned to the Participant
and shall not be carried over to any future Purchase Date, as determined by the
Administrator.  The Company will pay all transaction fees and
administrative expenses associated with Plan purchases.

     

    
      
         


      

      
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    (b)          Shares
to be delivered to a Participant under the Plan will be registered in the name
of the Participant or in the name of the Participant and his or her spouse, as
designated in the Participant’s subscription agreement.

     

    14.         Administration.  The
Plan shall be administered by the Administrator which shall have full and
exclusive discretionary authority to construe, interpret and apply the terms of
the Plan, to determine eligibility and to adjudicate all disputed claims filed
under the Plan.  Any question or dispute regarding the administration
or interpretation of the Plan shall be submitted by the Participant or by the
Company to the Administrator.  The resolution of such question or
dispute as well as every finding, decision and determination made by the
Administrator shall, to the full extent permitted by Applicable Law, be final
and binding upon all persons.

     

    15.         Designation of
Beneficiary.

     

    (a)          Each
Participant will file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the Participant’s account under the Plan in
the event of such Participant’s death.  If a Participant is married
and the designated beneficiary is not the spouse, spousal consent shall be
required for such designation to be effective.

     

    (b)          Such
designation of beneficiary may be changed by the Participant (and the
Participant’s spouse, if any) at any time by written notice.  In the
event of the death of a Participant and in the absence of a beneficiary validly
designated under the Plan who is living (or in existence) at the time of such
Participant’s death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the Participant, or if no such
executor or administrator has been appointed (to the knowledge of the
Administrator), the Administrator shall deliver such shares and/or cash to the
spouse (or domestic partner, as determined by the Administrator) of the
Participant, or if no spouse (or domestic partner) is known to the
Administrator, then to the issue of the Participant, such distribution to be
made per stirpes (by right of representation), or if no issue are known to the
Administrator, then to the heirs at law of the Participant determined in
accordance with Section 28.

     

    16.         Transferability.  No
payroll deductions credited to a Participant’s account or any rights with regard
to the purchase of shares under the Plan may be assigned, transferred, pledged
or otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 15 hereof) by the
Participant.  Any such attempt at assignment, transfer, pledge or
other disposition shall be without effect, except that the Administrator may, in
its sole discretion, treat such act as an election to withdraw funds in
accordance with Section 11.

     

    
      
         


      

      
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    17.         Use of Funds. All
payroll deductions received or held by the Company under the Plan may be used by
the Company for any corporate purpose, and the Company shall not be obligated to
segregate such payroll deductions or hold them exclusively for the benefit of
Participants.  All payroll deductions received or held by the Company
may be subject to the claims of the Company’s general creditors. Participants
shall have the status of general unsecured creditors of the
Company.  Any amounts payable to Participants pursuant to the Plan
shall be unfunded and unsecured obligations for all purposes, including, without
limitation, Title I of the Employee Retirement Income Security Act of 1974,
as amended.  The Company shall retain at all times beneficial
ownership of any investments, including trust investments, which the Company may
make to fulfill its payment obligations hereunder.  Any investments or
the creation or maintenance of any trust or any Participant account shall not
create or constitute a trust or fiduciary relationship between the
Administrator, the Company or any Designated Parent or Subsidiary and a
Participant, or otherwise create any vested or beneficial interest in any
Participant or the Participant’s creditors in any assets of the Company or a
Designated Parent or Subsidiary. The Participants shall have no claim against
the Company or any Designated Parent or Subsidiary for any changes in the value
of any assets that may be invested or reinvested by the Company with respect to
the Plan.

     

    18.         Reports.  Individual
accounts will be maintained for each Participant in the
Plan.  Statements of account will be given to Participants at least
annually, which statements will set forth the amounts of payroll deductions, the
Purchase Price, the number of shares purchased and the remaining cash balance,
if any.

     

    19.         Adjustments Upon Changes in
Capitalization; Corporate Transactions.

     

    (a)          Adjustments Upon Changes in
Capitalization.  Subject to any required action by the
stockholders of the Company, the Reserves, the maximum number of shares that may
be purchased on any Purchase Date, as well as any other terms that the
Administrator determines require adjustment may be proportionately adjusted for
(i) any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, (ii) any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company, or (iii) as the Administrator may determine in
its discretion, any other transaction with respect to Common Stock including a
corporate merger, consolidation, acquisition of property or stock, separation
(including a spin-off or other distribution of stock or property),
reorganization, liquidation (whether partial or complete) or any similar
transaction; provided, however that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of
consideration.”  Such adjustment, if any, shall be made by the
Administrator and its determination shall be final, binding and
conclusive.  Except as the Administrator determines, no issuance by
the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason hereof
shall be made with respect to the Reserves.

     

    (b)          Corporate
Transactions.  In the event of a proposed Corporate
Transaction, each stock purchase right under the then existing Purchase Interval
under the Plan shall be assumed by such successor corporation or a parent or
subsidiary of such successor corporation, unless the Administrator, in the
exercise of its sole discretion and in lieu of such assumption, determines to
shorten the Purchase Interval then in progress by setting a new Purchase Date
(the “New Purchase Date”).  If the Administrator shortens the Purchase
Interval then in progress in lieu of assumption in the event of a Corporate
Transaction, the Administrator shall notify each Participant in writing at least
ten (10) business days prior to the New Purchase Date, that the Purchase Date
has been changed to the New Purchase Date and that either:

     

    
      
         


      

      
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    (1)           the
Participant will purchase shares on the New Purchase Date, unless prior to such
date the Participant has withdrawn from the Purchase Interval as provided in
Section 11; or

     

    (2)           the
Company shall pay to the Participant on the New Purchase Date an amount in cash,
cash equivalents, or property as determined by the Administrator that is equal
to the excess, if any, of (i) the Fair Market Value of the shares over (ii) the
Purchase Price due had the Participant purchased shares under Subsection (b)(1)
above.  In addition, all remaining accumulated payroll deduction
amounts shall be returned to the Participant.

     

    (c)          For
purposes of Subsection 19, a stock purchase right under the then existing
Purchase Interval under the Plan shall be deemed to be assumed if, in connection
with the Corporate Transaction, the stock purchase right is replaced with a
comparable stock purchase right with respect to shares of capital stock of the
successor corporation or Parent thereof.  The determination of
comparability shall be made by the Administrator prior to the Corporate
Transaction and its determination shall be final, binding and conclusive on all
persons.

     

    20.         Amendment or
Termination.

     

    (a)          The
Administrator may at any time and for any reason terminate or amend the
Plan.  Except as provided in Section 19, no such termination can
adversely affect the purchase rights of a Participant with respect to the then
existing Purchase Interval under the Plan, provided that the Plan or then
existing Purchase Interval may be terminated by the Administrator establishing
an earlier Purchase Date with respect to the Purchase Interval then in progress
if the Administrator determines that the termination of the Plan or such
Purchase Interval is in the best interests of the Company and its
stockholders.  To the extent necessary to comply with Section 423 of
the Code (or any successor rule or provision or any other Applicable Law), the
Company shall obtain stockholder approval of any amendment in such a manner and
to such a degree as required.

     

    (b)          Without
stockholder consent, the Administrator shall be entitled to limit the frequency
and/or number of changes in the amount withheld during Purchase Intervals,
determine the length of any future Purchase Intervals, establish the exchange
ratio applicable to amounts withheld in a currency other than U.S. dollars,
establish additional terms, conditions, rules or procedures to accommodate the
rules or laws of applicable non-U.S. jurisdictions, permit payroll withholding
in excess of the amount designated by a Participant in order to adjust for
delays or mistakes in the Company’s processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each Participant properly correspond with amounts withheld from
the Participant’s Compensation, and establish such other limitations or
procedures as the Administrator determines in its sole discretion advisable and
which are consistent with the Plan, in each case to the extent consistent with
the requirements of Code Section 423 and other Applicable Laws.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

      

    21.           Notices.  All
notices or other communications by a Participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Administrator at the location, or by the person,
designated by the Administrator for the receipt thereof.

     

    22.           Conditions Upon Issuance of
Shares.  Shares shall not be issued under the Plan unless the
purchase and the issuance and delivery of such shares shall comply with all
Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.  As a condition to the
purchase of shares on a Purchase Date, the Company may require the Participant
to represent and warrant at the time of any such exercise that the shares are
being purchased only for investment and without any present intention to sell or
distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned Applicable Laws or is
otherwise advisable.  In addition, no shares shall be purchased
hereunder before the Plan shall have been approved by stockholders of the
Company as provided in Section 29.

     

    23.           Term of
Plan.  The Plan shall become effective upon its approval by the
stockholders of the Company.  It shall continue in effect for a term
of twenty (20) years unless sooner terminated under Section 20.

     

    24.           No Employment
Rights.  The Plan does not, directly or indirectly, create any
right for the benefit of any employee or class of employees to purchase any
shares under the Plan, or create in any employee or class of employees any right
with respect to continuation of employment by the Company or a Designated Parent
or Subsidiary, and it shall not be deemed to interfere in any way with such
employer’s right to terminate, or otherwise modify, an employee’s employment at
any time.

     

    25.           No Effect on Retirement and
Other Benefit Plans.  Except as specifically provided in a
retirement or other benefit plan of the Company or a Designated Parent or
Subsidiary, participation in the Plan shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of the
Company or a Designated Parent or Subsidiary, and shall not affect any benefits
under any other benefit plan of any kind or any benefit plan subsequently
instituted under which the availability or amount of benefits is related to
level of compensation.  The Plan is not a “Retirement Plan” or
“Welfare Plan” under the Employee Retirement Income Security Act of 1974, as
amended.

     

    26.           Effect of
Plan.  The provisions of the Plan shall, in accordance with its
terms, be binding upon, and inure to the benefit of, all successors of each
Participant, including, without limitation, such Participant’s estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
Participant.

     

    27.           Governing
Law.  The Plan is to be construed in accordance with and
governed by the internal laws of the State of Maryland without giving effect to
any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of Maryland to the rights
and duties of the parties, except to the extent the internal laws of the State
of Maryland are superseded by the laws of the United States.  Should
any provision of the Plan be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    
 

    28.           Venue and Waiver of Jury
Trial.  The Company and the Participant, or their respective
successors (the “parties”) agree that any suit, action, or proceeding arising
out of or relating to the Plan shall be brought in the United States District
Court for the District of Maryland (or should such court lack jurisdiction to
hear such action, suit or proceeding, in a Maryland state court in the County of
Howard) and that the parties shall submit to the jurisdiction of such
court.  The parties irrevocably waive, to the fullest extent permitted
by law, any objection the party may have to the laying of venue for any such
suit, action or proceeding brought in such court.  THE PARTIES ALSO
EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH
SUIT, ACTION OR PROCEEDING.  If any one or more provisions of this
Section 28 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the
minimum extent necessary to make it or its application valid and
enforceable.

     

    29.           Plan
Approval.  The Plan was initially adopted by the Board on
September 3, 2010 and approved by the Company’s stockholders on September 3,
2010.

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Exhibit
A

     

    The
KEYW Holding Corporation 2010 Employee Stock Purchase Plan

    SUBSCRIPTION
AGREEMENT

     

    
      	
              1.

            	
              Personal
      Information.  All shares of the Company’s
      Common Stock purchased under the KEYW Holding Corporation 2010 Employee
      Stock Purchase Plan (the “ESPP”) must be registered in the Employee’s name
      or in the name of the Employee and his or her spouse. Please complete your
      personal information requested below.  Please Print
      Clearly.

            


    

     

    Your
Legal Name                                                                                                           


    (Last)                        (First)                       (MI)

     

    Your
Spouse’s Name (if applicable)
________________________________________________________

    (Last)                             (First)                               (MI)

    


    Street
Address                                                                                                                                                           

    Daytime
Telephone

     

    City,
State/Country, Zip                                                                                                     

    


    Social
Security No. __ __ __ – __ __ – __ __ __
__                        Employee
I.D. No.  ____________

     

    
      	
              2.

            	
              Eligibility.  Any
      Employee who does not hold (directly or indirectly) five percent (5%) or
      more of the combined voting power of the Company, a parent or a
      subsidiary, whether in stock or options to acquire stock is eligible to
      participate in the ESPP; provided, however, that Employees who are subject
      to the rules or laws of a non-U.S. jurisdiction that prohibit or make
      impractical the participation of such Employees in the ESPP are not
      eligible to participate.

            


    

    


    
      	
              3.

            	
              Definitions.  Each
      capitalized term in this Subscription Agreement shall have the meaning set
      forth in the ESPP.

            


    

    


    
      	
              4.

            	
              Subscription.  I
      hereby subscribe to purchase shares of the Company’s Common Stock in
      accordance with this Subscription Agreement and the ESPP.  I
      have received a complete copy of the ESPP and a prospectus describing the
      ESPP and understand that my participation in the ESPP is in all respects
      subject to the terms of the ESPP.  The effectiveness of this
      Subscription Agreement is dependent on my eligibility to participate in
      the ESPP.

            


    

    


    
      	
              5.

            	
              Payroll Deduction
      Authorization.  I hereby authorize payroll deductions
      from my Compensation during the Purchase Interval in the whole dollar
      amount specified below (payroll deductions may not exceed 10% of
      Compensation nor the limitation under Section 423(b)(8) of the Code
      and the regulations thereunder):

            


    

     

    
      
        	
                Dollar
      Amount to be Deducted

              	 
      
	
                (whole
      dollars only)

              	
                $_________

              


      

    

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

     

    The total
of payroll deductions authorized above may not exceed 10% of Compensation nor
the limitation under Section 423(b)(8) of the Code and the regulations
thereunder.  I understand that the Company is not obligated to
segregate my payroll deductions or hold them exclusively for my
benefit.

     

    
      
        	
                6.

              	
                ESPP Accounts and Purchase
      Price I
      understand that all payroll deductions will be credited to my account
      under the ESPP.  No interest will be credited on funds held in
      the account at any time including any refund of the account caused by
      withdrawal from the ESPP.  All payroll deductions shall be
      accumulated for the purchase of Company Common Stock at the applicable
      Purchase Price determined in accordance with the
  ESPP.

              


      

    

    


    
      	
              7.

            	
              Withdrawal and Changes in
      Payroll Deduction.  I understand that I may discontinue
      my participation with respect to a particular Purchase Interval at any
      time prior to the applicable Purchase Date as provided in Section 11
      of the ESPP, but if I do not withdraw from the ESPP, any accumulated
      payroll deductions will be applied automatically to purchase Company
      Common Stock.  I may decrease the rate of my payroll deductions
      during any Purchase Interval by completing and timely filing a Change of
      Status.  Any decrease will be effective for the first full
      payroll period commencing no fewer than ten (10) business days following
      the Company’s receipt of the Change of Status.  I may increase
      the rate of my payroll deductions by completing and timely filing a Change
      of Status.  Any increase will be made effective the next
      Purchase Interval.

            


    

    


    
      
        	
                8.

              	
                Perpetual Subscription.
      I
      understand that this Subscription Agreement shall remain in effect for
      successive Purchase Intervals until I withdraw from participation in a
      particular Purchase Interval, or termination of the
  ESPP.

              


      

    

    


    
      
        	
                9.

              	
                Taxes I
      have reviewed the ESPP prospectus discussion of the federal tax
      consequences of participation in the ESPP and consulted with tax
      consultants as I deemed advisable prior to my participation in the
      ESPP.  I hereby agree to notify the Company in writing within
      thirty (30) days of any disposition (transfer or sale) of any shares
      purchased under the ESPP if such disposition occurs within two (2) years
      of the first day of the Purchase Interval during which the shares were
      purchased or within one (1) year of the Purchase Date (the date I
      purchased such shares), and I will make adequate provision to the Company
      for non-U.S., federal, state or other tax withholding obligations, if any,
      which arise upon the disposition of the shares.  In addition,
      the Company may withhold from my Compensation any amount necessary to meet
      applicable tax withholding obligations incident to my participation in the
      ESPP, including any withholding necessary to make available to the Company
      any tax deductions or benefits contingent on such
    withholding.

              


      

    

    


    
      	
              10.

            	
              Administration and
      Interpretation.  I agree that any question or dispute
      regarding the administration or interpretation of the Plan shall be
      submitted by me or by the Company to the Administrator.  I
      further agree that the resolution of such question or dispute by the
      Administrator shall be final and binding on all
  persons.

            


    

     

    
      	
              11.

            	
              Venue and Waiver of Jury
      Trial.  The Company and I, or our respective successors
      (the “parties”) agree that any suit, action, or proceeding arising out of
      or relating to the Plan shall be brought in the United States District
      Court for the District of Maryland (or should such court lack jurisdiction
      to hear such action, suit or proceeding, in a Maryland state court in the
      County of Howard) and that the parties shall submit to the jurisdiction of
      such court.  The parties irrevocably waive, to the fullest
      extent permitted by law, any objection the party may have to the laying of
      venue for any such suit, action or proceeding brought in such
      court.  THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR
      MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR
      PROCEEDING.  If any one or more provisions of this
      Section 11 shall for any reason be held invalid or unenforceable, it
      is the specific intent of the parties that such provisions shall be
      modified to the minimum extent necessary to make it or its application
      valid and enforceable.

            


    

     

    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    
      	
              12.

            	
              Designation of
      Beneficiary.  In the event of my death, I hereby
      designate the following person or trust as my beneficiary to receive all
      payments and shares due to me under the
ESPP:

            


    

     

            Please
circle
one:                                           I
am
single                          I
am married

     

    Beneficiary
(please print)                                                                                               

    (Last)                        (First)                          (MI)

     

    Relationship   ________________________         
Phone Number ____________

     

    Address          ______________________________________________________

     

    
      
        	
                13.

              	
                Termination of ESPP.
      I
      understand that the Company has the right, exercisable in its sole
      discretion, to amend or terminate the ESPP at any time, and a termination
      may be effective as early as a Purchase Date, including the establishment
      of an alternative Purchase
Date.

              


      

    

     

    
      
        	
                14.

              	
                Effective Date of Subscription
      Agreement.
      With respect to the commencement of payroll deductions, this Subscription
      Agreement will be effective for the first partial or full payroll period
      beginning (a) after the Company’s receipt of this Subscription
      Agreement or (b) if later, after the commencement of the initial
      Purchase Interval under the
ESPP.

              


      

    

     

    
      
        	
                Date:

              	
                  

              	 
      	
                Employee
      Signature:

              	
                  

              
	 
      	 
      	 
      
	 
      	 
      	
                  

              
	 
      	 
      	 
      
	 
      	 
      	
                spouse’s
      signature (if beneficiary is other than

                spouse)

              


      

    
 

    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

     

    Exhibit
B

     

    KEYW
Holding Corporation 2010 Employee Stock Purchase Plan

    CHANGE
OF STATUS

     

    
      
        
          
            
              
                	
                          

                      	 
      
	
                        Participant
      Name (Please Print)

                      	 
      
	 	 
	
                          

                      	 
      
	
                        Social
      Security Number

                      	 
      
	  	 


              

            

          

        

      

    

    PLEASE MARK AN ‘X’ IN THE APPROPRIATE
HEADING

     

    
      	
              _____ 

            	
              Withdrawal
      From ESPP

            


    

     

    I hereby
withdraw from the current Purchase Interval under the KEYW Holding Corporation
2010 Employee Stock Purchase Plan (the “ESPP”) and agree that all accumulated
payroll deductions credited to my account will be refunded to me or applied to
the purchase of Common Stock depending on the alternative indicated
below.  No further payroll deductions will be made for the purchase of
shares in the applicable Purchase Interval and I may purchase shares in future
Purchase Intervals only by timely delivery to the Company of a new Subscription
Agreement.  You must select one of the below choices if you are
withdrawing from the ESPP.

     

    
      	
               

            	
              _____ Withdrawal and Purchase
      of Common Stock

            


    

     

    Payroll
deductions will terminate, but your account balance will be applied to purchase
Common Stock on the next Purchase Date.  Any remaining balance will be
refunded.

     

    
      	
               
      

            	
              _____ Withdrawal Without
      Purchase of Common Stock

            


    

     

    Entire
account balance will be refunded to me and no Common Stock will be purchased on
the next Purchase Date provided this notice is submitted to the Company at least
ten (10) business days prior to the next Purchase Date.

     

    
      
        

      
  

    
      	
              _____  

            	
              Change in
      Payroll Deduction

            


    

     

    I hereby elect to change my rate of payroll deduction under the
ESPP as follows (select one):

     

    
      	
              Dollar
      Amount to be Deducted

            	 
      
	
              (whole
      dollars only)

            	
              $_________

            


    

     
 

    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    Payroll
deductions may not exceed 10% of Compensation nor the limitation under
Section 423(b)(8) of the Code and the regulations thereunder.  A
decrease in payroll deduction will be effective for the first full payroll
period commencing no fewer than ten (10) business days following the Company’s
receipt of this notice, unless this change is processed more
quickly.  Any increase in payroll deduction will be made effective the
next Purchase Interval.

     

    The total
of payroll deductions authorized by me may not exceed 10% of Compensation or the
limitation under Section 423(b)(8) of the Code and the regulations
thereunder. 

    
      
        
          
            	 	 	 
	
                    Change
      of Beneficiary (please circle one):

                  	
                    I
      am single

                  	
                    I
      am married

                  


          

        

      

    

     

    This
change of beneficiary shall terminate my previous beneficiary designation under
the ESPP.  In the event of my death, I hereby designate the following
person or trust as my beneficiary to receive all payments and shares due to me
under the ESPP:

     

    Beneficiary
(please print)                                                                                               

    (Last)                        (First)                       (MI)

     

    Street
Address                                                                                                                 


     

    City,
State/Country, Zip                                                                                                

     

    Relationship
to Beneficiary _______________________________________

     

    
      
        
          	
                   

                


        

      
 

    
      
        
          	
                  Date:

                	
                    

                	 
      	
                  Employee Signature:

                	
                    

                
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	
                  Spouse’s
      signature (if new beneficiary is other

                  than
      spouse)

                


        

      

    

     

    
      
         


      

      
        B-2