EX-10.3



 Exhibit 10.3 

EXECUTION VERSION 
 PLEDGE
AGREEMENT 
 THIS PLEDGE AGREEMENT, dated as of June 26, 2015 (this “Pledge Agreement”), is by and among the parties
identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and BANK OF
AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations referenced below. 

W I T N E S S E T H 
 WHEREAS, a
credit facility has been established in favor of FTI Consulting, Inc., a Maryland corporation (the “Company”), pursuant to the terms of that certain Credit Agreement, dated as of the date hereof (as amended, modified, supplemented
and extended from time to time, the “Credit Agreement”), among the Company, the Guarantors identified therein, the Designated Borrowers identified therein, Bank of America, N.A., as Administrative Agent, an L/C Issuer and Swing Line
Lender, JPMorgan Chase Bank, N.A., as an L/C Issuer, and the other Lenders from time to time party thereto; and 
 WHEREAS, this Pledge
Agreement is required under the terms of the Credit Agreement. 
 NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Definitions.

 (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement and
the Security Agreement, as applicable. 
 (b) As used herein, the following terms shall have the meanings assigned thereto in
the Uniform Commercial Code in effect in the State of New York on the date hereof: Accession, Financial Asset, Proceeds and Security. 

(c) As used herein, the following terms shall have the meanings set forth below: 

“Event of Default” has the meaning provided in Section 8 hereof. 

“Pledged Collateral” has the meaning provided in Section 2 hereof. 

“Pledged Shares” has the meaning provided in Section 2 hereof. 

“Secured Obligations” means, without duplication, (a) all of the Obligations and (b) all costs and expenses
incurred in connection with enforcement and collection of the Obligations, including Attorney Costs in the manner and to the extent reimbursable pursuant to Section 11.04 of the Credit Agreement. 

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York, provided, that if by
reason of any mandatory choice of law provisions governing the perfection or the effect of perfection or non-perfection of the security interests granted herein, the perfection or the effect of perfection or non-perfection of such security interests
is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than the State of New York, UCC shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the
perfection or effect of perfection or non-perfection. 







 2. Pledge and Grant of Security Interest. To secure the prompt payment and performance in
full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of all of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the holders of the Secured
Obligations, a continuing security interest in, and a right to set-off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the
“Pledged Collateral”): 
 (a) Pledged Shares. 

(i) all Capital Stock owned by such Pledgor (other than any such Capital Stock of Foreign Subsidiaries (a) in the nature
of directors’ qualifying shares and other nominal amounts of shares sold or issued to foreign nationals or other third parties to the extent required pursuant to applicable law or (b) sold or issued to Employees pursuant to a Subsidiary
Employee Plan), including, without limitation, the Capital Stock set forth on Schedule 2(a) and the following: 
 (A)
all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock
split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Shares; and 

(B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the
Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Capital Stock of the successor entity formed by or resulting from such consolidation
or merger that is required to be pledged under the Credit Agreement; 
 (ii) together with the certificates (or other
agreements or instruments), if any, representing such Capital Stock described in Section 2(a)(i) above, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with the Capital Stock described in
Section 2(a)(i) above and 2(c) below, the “Pledged Shares”). 
 (b) Accessions and Proceeds. All
Accessions and all Proceeds of any and all of the foregoing. 
 Notwithstanding anything to the contrary in this Pledge Agreement or in any
other Loan Document, the Pledged Collateral shall not include any (i) Excluded Property or (ii) any Capital Stock of Foreign Subsidiaries (a) in the nature of directors’ qualifying shares and other nominal amounts of shares sold
or issued to foreign nationals or other third parties to the extent required pursuant to applicable law or (b) sold or issued to Employees pursuant to a Subsidiary Employee Plan. Notwithstanding anything to the contrary in this Pledge Agreement
or in any other Loan Document, the Pledgor shall not include any Designated Borrower. 
 3. Security for Secured Obligations. The
security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the Secured Obligations. 







 4. Delivery of the Pledged Collateral. Each Pledgor hereby agrees that: 

(a) Each Pledgor shall deliver to the Administrative Agent (i) simultaneously with or prior to the execution and delivery
of this Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor and (ii) subject to Section 7.14 of the Credit Agreement, promptly upon the receipt thereof by or on behalf of a Pledgor, all other certificates and
instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by such Pledgor for the benefit of the
Administrative Agent pursuant hereto. All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, in a form reasonably acceptable to the
Administrative Agent. 
 (b) Additional Securities. If, other than in connection with a Permitted Restructuring, such
Pledgor shall receive by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or other equity interests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an
addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction
of capital, capital surplus or paid-in surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Administrative Agent, shall segregate it from such Pledgor’s other
property and shall deliver it promptly (but, in any event, within 30 days of the date any Pledgor first acquires such certificate, instrument, option, right or distribution (or such longer period as is agreed to by the Administrative Agent in its
sole discretion)) after the issuance thereof to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, in a form reasonably acceptable to the Administrative
Agent, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations; provided that, if the Company notifies the Administrative Agent in writing that the applicable Pledgor’s
ownership of any of the foregoing is intended to be temporary and that such ownership is intended to be transferred directly or indirectly to a Foreign Subsidiary in connection with any tax restructuring of the Company and its Subsidiaries, the
applicable Pledgor shall not be required to deliver such certificate, instrument, option, right or distribution so long as such certificate, instrument, option, right or distribution, as applicable, is transferred to a Foreign Subsidiary within 60
days (or such longer period as is agreed to by the Administrative Agent in its sole discretion) of the date any Pledgor first acquires such certificate, instrument, option, right or distribution. 

(c) Financing Statements. Each Pledgor hereby authorizes the Administrative Agent at any time and from time to time to
file in any relevant jurisdiction in the United States any financing statements (including any continuations), amendments thereto or other documents (i) that contain the information required by Article 9 of the UCC of each such applicable
jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including without limitation, whether such Pledgor is an organization, the type of organization and any organizational identification number
issued to such Pledgor, (ii) without the signature of such Pledgor where permitted by law or (iii) that contain a description or indication of collateral as “all assets now owned or hereafter acquired by the Pledgor or in which
Pledgor otherwise has rights” or “all personal property of the debtor, now owned or hereafter acquired” or words of similar import. Each Pledgor agrees to provide all information described in the immediately preceding sentence to
Administrative Agent promptly upon reasonable request by Administrative Agent and, if required, to execute any such financing statements (including any continuations) or amendments thereto. 







 Notwithstanding anything to the contrary herein or in any other Loan Document, (i) no
Pledgor shall be required to deliver certificates representing Pledged Shares or instruments of transfer or assignment with respect thereto and (ii) no issuer of Pledged Shares shall be required to deliver an Issuer’s Acknowledgment with
respect to such Pledged Shares, in each case, if both (A) the issuer of such Pledged Shares is not a Domestic Subsidiary and (B) less than 2.0% of the total Capital Stock of such issuer constitutes Pledged Shares. 

5. Representations and Warranties. Each Pledgor represents and warrants to the Administrative Agent, for the benefit of the holders of
the Secured Obligations (other than with respect to Excluded Property), that: 
 (a) Authorization of Pledged Shares.
The Pledged Shares issued by a Pledgor are, as applicable, duly authorized and validly issued, are fully paid and nonassessable (if applicable) and are not subject to the preemptive rights of any Person. 

(b) Title. As of the Closing Date, each Pledgor has good and indefeasible title to the Pledged Collateral of such
Pledgor and is the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. As of the Closing Date, there exists no “adverse claim” within the meaning of Section 8-102 of the UCC
with respect to the Pledged Shares of such Pledgor, other than Permitted Liens. 
 (c) Exercising of Rights. The
exercise by the Administrative Agent of its rights and remedies hereunder will not violate any material law or governmental regulation or any material contractual restriction, in each case, binding on or affection g a Pledgor or any of its property.

 (d) Pledgor’s Authority. No material authorization, approval or action by, and no notice or filing with any
Governmental Authority or with the issuer of any of the Pledged Shares is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement (except as have been
already obtained) or (ii) to the knowledge of the Pledgor, for the exercise by the Administrative Agent or the holders of the Secured Obligations of their rights and remedies hereunder (except as may be required by laws affecting the offering
and sale of securities). 
 (e) Security Interest/Priority. This Pledge Agreement creates a valid security interest in
favor of the Administrative Agent for the benefit of the holders of the Secured Obligations, in the Pledged Collateral. Upon (i) the proper filing of (x) UCC financing statements in the applicable jurisdictions (and payment of the
applicable fees) and (ii) the Administrative Agent obtaining possession or control of any Pledged Collateral to the extent such possession or control thereof is required by the UCC, the Administrative Agent will have a perfected first priority
Lien in the Pledged Collateral prior to all other Liens on the Pledged Collateral except for Permitted Liens. 
 (f)
Partnership and Membership Interests. Except as previously disclosed to the Administrative Agent or as identified on Schedule 2(a), none of the Pledged Shares consisting of partnership or limited liability company interests (i) is
dealt in or traded on a securities exchange or in a securities market, (ii) by its terms or the terms of the applicable Issuer’s Organizational Documents expressly provides that it is a security governed by Article 8 of the Uniform
Commercial Code as in effect in any jurisdiction, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. As of the Closing Date, all such Pledged Shares
described in clauses (i) through (v) of the preceding sentence are listed on Schedule 2(a). 
 Notwithstanding anything to
the contrary set forth above, no representation or warranty is made in this Section 5 with respect to the laws of any jurisdiction other than the United States or any political subdivision thereof. 







 6. Covenants. So long as Full Satisfaction, or a Ratings Collateral Release Date, has not
occurred, each Pledgor covenants that such Pledgor shall: 
 (a) Defense of Title. Warrant and defend title to and
ownership of the Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein of which it is aware (other than in respect of Permitted Liens); keep the Pledged Collateral free
from all Liens, except for Permitted Liens; and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under or not prohibited by the Credit Agreement and
the other Loan Documents. 
 (b) Further Assurances. Promptly execute and deliver at its expense all further
instruments and documents and take all commercially reasonable action that the Administrative Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor
(including, without limitation, any and all action reasonably necessary to satisfy the Administrative Agent that the Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral, subject to all exceptions
or qualifications contained herein or any other Loan Document), (ii) enable the Administrative Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral of such Pledgor in the manner set forth herein
and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Administrative Agent during the continuance of an Event of Default, delivering to the Administrative Agent irrevocable
proxies in respect of the Pledged Collateral of such Pledgor. 
 (c) Amendments. Not make or consent to any amendment
or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or
as may be permitted under or not prohibited by the Credit Agreement. 
 (d) Compliance with Securities Laws. File all
reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral
of such Pledgor, except where failure to file such reports and other information could not reasonably be expected to have a Material Adverse Effect. 

(e) Issuance or Acquisition of Capital Stock. Not, without executing and delivering, or causing to be executed and
delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may reasonably require, issue or acquire any Capital Stock consisting of an interest in a partnership or a limited liability company (or
amend any Organizational Documents to provide for any of clauses (i) through (v) below with regard to the Capital Stock of any Issuer) that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its
terms or the terms of the applicable Issuer’s Organizational Documents provides that it is a security governed by Article 8 of the Uniform Commercial Code as in effect in any jurisdiction, (iii) is an investment company security,
(iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. 
 7. Advances by Holders of the
Secured Obligations. Upon the occurrence and during the continuation of an Event of Default and upon prior written notice to the Pledgors, the Administrative Agent may, at its sole option and in its sole discretion, perform the same and in so
doing may expend such sums as the Administrative Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien
or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Administrative Agent (for itself or on behalf of the other 







 
holders of the Secured Obligations) may make for the protection of the security hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by
the Pledgors on a joint and several basis within ten Business Days after notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said amounts are expended at the Default Rate for Base
Rate Loans. No such performance of any covenant or agreement by the Administrative Agent on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge Agreement, the
other Loan Documents or any other documents relating to the Secured Obligations. The Administrative Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder
of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good
faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 
 8.
Events of Default. The occurrence of an event that would constitute an Event of Default under the Credit Agreement shall be an Event of Default hereunder (an “Event of Default “). 

9. Remedies. 

(a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative
Agent (for itself or on behalf of the other holders of the Secured Obligations) shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law
(including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the Uniform Commercial Code of the jurisdiction applicable to the affected Pledged Collateral. 

(b) Sale of Pledged Collateral. Upon the occurrence of an Event of Default and during the continuation thereof, without
limiting the generality of this Section 9 and with contemporaneous notice to the Pledgors, the Administrative Agent may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or
more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or
otherwise in accordance with applicable law. To the extent permitted by law, any holder of the Secured Obligations may in such event, bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required
by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage
prepaid, to such Pledgor, in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral
of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned. 
 (c) Private Sale. Upon the occurrence of an Event of
Default and during the continuation thereof, the Pledgors recognize that the Administrative Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Collateral and that the Administrative Agent may, therefore,
determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with
a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms 







 
less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to
have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register
such Pledged Collateral for public sale under the Securities Act. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral that has been (i) publicly advertised on a bona fide basis in a newspaper or other
publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above shall
be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Administrative Agent may, in such event, bid for the purchase of such
Pledged Collateral. 
 (d) Retention of Pledged Collateral. To the extent permitted under applicable law, in addition
to the rights and remedies hereunder, upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent may, after providing the notices required by Sections 9-620 and 9-621 of the UCC or otherwise complying
with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations. Unless and until the Administrative Agent shall have provided such
notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason. 

(e) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all
amounts to which the Administrative Agent or the holders of the Secured Obligations are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at the rate for Base Rate Loans, together
with the costs of collection and Attorney Costs in the manner and to the extent provided in Section 11.04 of the Credit Agreement. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the
Pledgors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. 
 10. Rights of the Administrative
Agent. 
 (a) Power of Attorney. In addition to other powers of attorney contained herein, upon the occurrence and
during the continuation of Event of Default, each Pledgor hereby designates and appoints the Administrative Agent, on behalf of the holders of the Secured Obligations, and each of its designees or agents, as attorney-in-fact of such Pledgor,
irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default: 

(i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Pledged Collateral, all
as the Administrative Agent may reasonably deem appropriate; 
 (ii) to commence and prosecute any actions at any court for
the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof; 
 (iii) to
defend, settle or compromise any action brought with respect to the Pledged Collateral and, in connection therewith, give such discharge or release as the Administrative Agent may reasonably deem appropriate; 







 (iv) to pay or discharge taxes, liens, security interests or other encumbrances
levied or placed on or threatened against the Pledged Collateral; 
 (v) to direct any parties liable for any payment in
connection with any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; 

(vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in
respect of or arising out of any Pledged Collateral; 
 (vii) to sign and endorse any drafts, assignments, proxies, stock
powers, verifications, notices and other documents relating to the Pledged Collateral; 
 (viii) to execute and deliver all
assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably deem
appropriate in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated herein; 

(ix) to exchange any of the Pledged Collateral or other property upon any merger, consolidation, reorganization,
recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the
Administrative Agent may reasonably deem appropriate; 
 (x) to vote for a shareholder resolution, or to sign an instrument
in writing, sanctioning the transfer of any or all of the Pledged Collateral into the name of the Administrative Agent (for itself or on behalf of the other holders of the Secured Obligations) or into the name of any transferee to whom the Pledged
Collateral or any part thereof may be sold pursuant to Section 9 hereof; 
 (xi) to receive, open and dispose of mail
addressed to a Pledgor and endorse checks, notes, drafts, acceptances, money orders or other instruments or documents evidencing payment relating to the Pledged Collateral of such Pledgor on behalf of and in the name of such Pledgor, or securing, or
relating to such Pledged Collateral; and 
 (xii) to do and perform all such other acts and things as the Administrative
Agent may reasonably deem appropriate or convenient in connection with the Pledged Collateral. 
 This power of attorney is a power coupled
with an interest and shall be irrevocable for so long as such Event of Default has occurred and is continuing. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options
expressly or implicitly granted to the Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of
judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence, willful misconduct or material breach of the Loan Documents. This power of attorney
is conferred on the Administrative Agent solely to protect, preserve and realize upon its security interest in the Pledged Collateral. 







 (b) Performance by the Administrative Agent of Obligations. If any Pledgor
fails to perform any agreement or obligation contained herein, the Administrative Agent itself may, upon prior written notice to the Pledgors, perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the
Administrative Agent incurred in connection therewith shall be payable by the Pledgors in the manner and to the extent set forth in section 11.04 of the Credit Agreement on a joint and several basis pursuant to Section 25 hereof. 

(c) Assignment by the Administrative Agent. Subject to the terms and conditions of the Credit Agreement, the
Administrative Agent may from time to time assign the Secured Obligations and any portion thereof and/or the Pledged Collateral and any portion thereof to a successor Administrative Agent, and the assignee shall be entitled to all of the rights and
remedies of the Administrative Agent under this Pledge Agreement in relation thereto. 
 (d) The Administrative
Agent’s Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Administrative Agent hereunder, the Administrative Agent shall have no duty or liability to
preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation of all rights in the Pledged Collateral, and the Administrative Agent shall be relieved of all responsibility for the Pledged
Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged
Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the
Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Administrative
Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any of the Pledged Collateral. 

(e) Voting Rights in Respect of the Pledged Collateral. 

(i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may
exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and 

(ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right
to exercise such voting and other consensual rights. 
 (f) Dividend Rights in Respect of the Pledged Collateral. 

(i) So long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each Pledgor
may receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Pledged Collateral addressed hereinabove) or interest paid in respect of the Pledged Collateral to the
extent they are allowed under the Credit Agreement. 
 (ii) Upon the occurrence and during the continuance of an Event of
Default: 







 (A) all rights of a Pledgor to receive the dividends, distributions and interest
payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon be vested in the Administrative Agent, which shall then have the sole right to
receive and hold as Pledged Collateral such dividends, distributions and interest payments; and 
 (B) all dividends,
distributions and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of this subsection shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or
funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured
Obligations. 
 (g) Release of Pledged Collateral. The Administrative Agent may release any of the Pledged Collateral
from this Pledge Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any
Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien (subject to Permitted Liens) on all Pledged Collateral not expressly released or substituted. 

11. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if not exercised by the Administrative Agent, may be
exercised by the Required Lenders. 
 12. Application of Proceeds. Upon the occurrence and during the continuation of an Event of
Default, any payments in respect of the Secured Obligations and any proceeds of the Pledged Collateral, when received by the Administrative Agent or any of the holders of the Secured Obligations in cash or its equivalent, will be applied in
reduction of the Secured Obligations in the order set forth in the Credit Agreement. 
 13. Continuing Agreement. 

(a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until the
earlier of (i) the Ratings Collateral Release Date or (ii) the date upon which Full Satisfaction has occurred. Upon such Ratings Collateral Release Date or Full Satisfaction occurring, this Pledge Agreement shall be automatically
terminated and the Administrative Agent and the holders of the Secured Obligations shall, upon the request and at the expense of the Pledgors, forthwith release or terminate all of its Liens, proxies and security interests hereunder and shall
execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of
this Pledge Agreement. 
 (b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the
case may be, (i) upon a Collateral Reinstatement Event after the occurrence of the Ratings Collateral Release Date or (ii) if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made. 







 14. Amendments and Waivers. This Pledge Agreement and the provisions hereof may not be
amended, waived, modified, changed, discharged or terminated except as set forth in Section 11.01 of the Credit Agreement. 
 15.
Successors in Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and assigns, and shall inure, together with the rights and remedies of
the Administrative Agent and the holders of the Secured Obligations hereunder, to the benefit of the Administrative Agent and the holders of the Secured Obligations and their successors and permitted assigns; provided, however, that,
subject to Section 8.04 of the Credit Agreement, none of the Pledgors may assign its rights or delegate its duties hereunder without the prior written consent of the requisite Lenders under the Credit Agreement. To the fullest extent permitted
by law, each Pledgor hereby releases the Administrative Agent and each holder of the Secured Obligations, and their respective successors and assigns, from any liability for any act or omission relating to this Pledge Agreement or the Pledged
Collateral, except for any liability arising from the gross negligence or willful misconduct of the Administrative Agent or such holder, or their respective officers, employees or agents. 

16. Notices. All notices required or permitted to be given under this Pledge Agreement shall be given as provided in Section 11.02
of the Credit Agreement. 
 17. Counterparts; Effectiveness. This Pledge Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall constitute an original, but all of which shall constitute a single contract. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart.
Delivery of an executed counterpart of a signature page of this Pledge Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Pledge Agreement. 

18. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the
meaning or construction of any provision of this Pledge Agreement. 
 19. Governing Law; Submission to Jurisdiction; Venue. 

(a) THIS PLEDGE AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OR ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE)
BASED UPON, ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 
 (b) EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF
AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE 







 
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. NOTHING IN THIS PLEDGE AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT OR ANY
OTHER LOAN DOCUMENT AGAINST ANY PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c) EACH PLEDGOR IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. 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. 
 (a) SERVICE OF PROCESS. 

(i) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 OF THE
CREDIT AGREEMENT. NOTHING IN THIS PLEDGE AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

(ii) EACH PLEDGOR HEREBY IRREVOCABLY APPOINTS THE COMPANY, AS ITS AGENT (THE “PROCESS AGENT”) TO RECEIVE ON
BEHALF OF ITSELF AND ITS PROPERTY, SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY DELIVERING A COPY OF SUCH PROCESS TO THE APPLICABLE LOAN PARTY IN
CARE OF THE PROCESS AGENT AT THE ADDRESS PROVIDED BY THE COMPANY FOR NOTICES IN SECTION 11.02 OF THE CREDIT AGREEMENT, AND EACH PLEDGOR HEREBY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. 

20. Waiver of Right to Trial by Jury. 

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 







 21. Severability. If any provision of this Pledge Agreement is determined to be illegal,
invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 

22. Entirety. This Pledge Agreement, the other Loan Documents and the other documents relating to the Secured Obligations represent the
entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to
the Secured Obligations, or the transactions contemplated herein and therein. 
 23. Survival. All representations and warranties of
the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Loan Documents and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in
connection therewith. 
 24. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by
property other than the Pledged Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then the Administrative Agent shall have the right to
proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default and during the continuation thereof, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights,
security, liens, security interests or remedies the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any
of the rights of the Administrative Agent or the holders of the Secured Obligations under this Pledge Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations. 

25. Joint and Several Obligations of Pledgors. 

(a) Each of the Pledgors is accepting joint and several liability hereunder in consideration of the financial accommodation to
be provided by the holders of the Secured Obligations, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the undertakings of each of the Pledgors to accept joint and several liability for the
obligations of each of them. 
 (b) Each of the Pledgors jointly and severally hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured Obligations arising under this Pledge Agreement, the other Loan Documents
and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint and several obligations of each of the Pledgors without preferences or distinction among
them. 
 (c) Notwithstanding any provision to the contrary contained herein, in any other of the Loan Documents or in any
other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement and the other Loan Documents shall be limited to an aggregate amount equal to the largest amount that would not render such obligations
subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any applicable state law. 







 26. Joinder Agreement. At any time after the date of this Pledge Agreement, one or more
additional Persons may become party hereto by executing and delivering to the Administrative Agent a Joinder Agreement. Immediately upon such execution and delivery of such Joinder Agreement (and without any further action), each such additional
Person will become a party to this Pledgor Agreement as a “Pledgor” and have all of the rights and obligations of a Pledgor hereunder, and this Pledge Agreement and the schedules hereto shall be deemed amended by such Joinder Agreement.

 [Signature Pages Follow] 







 Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed
and delivered as of the date first above written. 
  

							
	PLEDGORS:				FTI CONSULTING, INC., a Maryland corporation
				
					By:		 /s/ David M. Johnson

					Name:		David M. Johnson
					Title:		Chief Financial Officer
				
							FTI INTERNATIONAL LLC, a Maryland limited liability company
							FTI CONSULTING TECHNOLOGY LLC, a Maryland limited liability company
							FD MWA HOLDINGS INC., a Delaware corporation
							FTI CONSULTING LLC, a Maryland limited liability company
							FTI CONSULTING (SC) Inc., a New York corporation
				
					By:		 /s/ Ronald Reno

					Name:		Ronald Reno
					Title:		Vice President, Chief Financial Officer and Treasurer








 Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed
and delivered as of the date first above written. 
  

							
	PLEDGORS:				FTI GENERAL PARTNER LLC, a Maryland limited liability company
				
					By:		 /s/ Ronald Reno

					Name:		Ronald Reno
					Title:		Vice President, Chief Financial Officer and Treasurer








 Accepted and agreed to as of the date first above written. 

 

			
	BANK OF AMERICA, N.A.,
	as Administrative Agent
		
	By:		 /s/ Ronaldo Naval

			Name: Ronaldo Naval
			Title: Vice President

  







 Schedule 2(a) 

Pledged Shares 
  

									
	Pledgor	  	Issuer	  	Number of
Shares /
Membership
Units	  	Certificate
Number	  	Percentage
Ownership
	 FD MWA Holdings Inc.
	  	 FTI Consulting (SC) Inc. (f/k/a
 FD U.S.
Communications, Inc.)
	  	2,562 Class A	  	1	  	100%
	 FTI Consulting, Inc.
	  	Compass Lexecon LLC	  	1000	  	uncertificated	  	100%
	 FTI Consulting, Inc.
	  	FTI, LLC	  	1	  	uncertificated	  	100%
	 FTI Consulting, Inc.
	  	FTI International LLC	  	100	  	1	  	100%
	 FTI Consulting, Inc.
	  	FTI Investigations, LLC	  	1	  	uncertificated	  	100%
	 FTI Consulting, Inc.
	  	FTI Consulting Platt Sparks LLC	  	1	  	uncertificated	  	100%
	 FTI Consulting, Inc.
	  	WDScott (US) Inc.	  	200	  	C-2	  	100%
	 FTI Consulting, Inc.
	  	Greenleaf Power Management LLC	  	1	  	uncertificated	  	100%
	 FTI Consulting LLC
	  	Sports Analytics LLC	  	1	  	uncertificated	  	100%
	 FTI Consulting (SC) Inc. (f/k/a FD U.S. Communications, Inc.)
	  	FTI Consulting (Government Affairs) LLC	  	1	  	uncertificated	  	100%
	 FTI Consulting Technology LLC (f/k/a FTI Technology LLC)
	  	FTI Consulting Technology Software Corp (f/k/a Attenex Corporation)	  	1,000	  	C-2	  	100%
	 FTI Consulting Technology LLC (f/k/a FTI Technology LLC)
	  	FTI Consulting Acuity	  	1	  	uncertificated	  	100%
	 FTI Consulting Technology LLC (f/k/a FTI Technology LLC)
	  	FTI Hosting LLC	  	1	  	uncertificated	  	100%
	 FTI International LLC
	  	FD MWA Holdings Inc.	  	4,232,000	  	3	  	100%
	 FTI International LLC
	  	FTI Consulting LLC	  	1	  	uncertificated	  	100%
	 FTI International LLC
	  	FTI Consulting Technology LLC (f/k/a FTI Technology LLC)	  	1	  	uncertificated	  	100%
	 FTI International LLC
	  	FTI General Partner LLC	  	100	  	1	  	100%
	 FTI International LLC
	  	FTI Consulting Realty LLC	  	1	  	uncertificated	  	100%
	 FTI General Partner LLC
	  	FTI General Partner (BVI) Limited	  	65	  	2	  	65%