TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS IP SECURITY AGREEMENT IN ANY COURT REFERRED TO IN SECTION
6(b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
B-3
(d)
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 10.17(d) OF THE CREDIT AGREEMENT. NOTHING
IN THIS IP SECURITY AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
(e)
EACH PARTY TO THIS IP SECURITY AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
ARISING UNDER THIS IP SECURITY AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT
TO THIS IP SECURITY AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION 6(e) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
B-4
IN WITNESS WHEREOF, each Grantor and the Administrative Agent have caused this
IP Security Agreement to be duly executed and delivered by its officer thereunto
duly authorized as of the date first written above.
[NAMES OF ENTITIES OWNING IP]
By:
Name:
Title:
B-5
ROYAL BANK OF CANADA,
as Administrative Agent
By:
Name:
Title:
B-6
Exhibit C to the
Security Agreement
FORM OF
INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (this "IP Security
Agreement Supplement") dated [ ], is made by the Person listed on the signature
page hereof (the "Grantor") in favor of ROYAL BANK OF CANADA, as administrative
agent (the "Administrative Agent") for the Secured Parties (as defined in the
Credit Agreement referred to below).
WHEREAS, THE KEYW CORPORATION, a Maryland corporation (the "Borrower") and a
wholly-owned subsidiary of THE KEYW HOLDING CORPORATION, a Maryland corporation
("Parent"), Parent, each lender from time to time party thereto (collectively,
the "Lenders" and individually, each a "Lender") and Royal Bank of Canada, as
Swing Line Lender, L/C Issuer and Administrative Agent have entered into a
Credit Agreement dated as of April 4, 2017 (as amended, amended and restated,
supplemented, replaced, refinanced or otherwise modified from time to time
(including any increases of the principal amount outstanding thereunder), the
"Credit Agreement"). Terms defined in the Credit Agreement or in the Security
Agreement (as defined below) and not otherwise defined herein are used herein as
defined in