POWER OF ATTORNEY

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Joshua Kinley and Sean Ricker, signing singly, the
undersigned's true and lawful attorneys-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

        (i)    execute for and on behalf of the undersigned, in the
               undersigned's capacity as a director, director nominee, officer
               or beneficial owner of shares of common stock (the "Shares") of
               BigBear.ai Holdings, Inc., a Delaware corporation (the
               "Company"), any Schedule 13D or Schedule 13G, and any
               amendments, supplements or exhibits thereto (including any joint
               filing agreements) required to be filed by the undersigned under
               Section 13 of the Securities Exchange Act of 1934, as amended,
               and the rules and regulations promulgated thereunder (the
               "Exchange Act"), and any Forms 3, 4, and 5 and any amendments,
               supplements or exhibits thereto required to be filed by the
               undersigned under Section 16(a) of the Exchange Act;

        (ii)   do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5
               and timely file such forms with the United States Securities
               and Exchange Commission and any stock exchange on which the
               Shares are then listed; and

        (iii)  take any other action of any type whatsoever in connection
               with the foregoing which, in the opinion of such attorneys-in-
               fact, may be of benefit to, in the best interest of, or
               legally required by, the undersigned, it being understood that
               the documents executed by such attorneys-in-fact on behalf of
               the undersigned pursuant to this Power of Attorney shall be in
               such form and shall contain such terms and conditions as such
               attorneys-in-fact may approve in such attorneys-in-fact's
               discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorneys-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 13 and Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                * * * * *

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 7th day of December, 2021.


                                   /s/ Dr. Louis R. Brothers
                                   -------------------------------
                                   Name: Dr. Louis R. Brothers