Exhibit



EXHIBIT 10.10


THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***]




EXECUTION VERSION





ASSUMPTION AGREEMENT, dated as of April 14, 2017, made by eGov Holdings, Inc., a Delaware corporation and Aquilent, Inc., a Delaware corporation (collectively, the “Additional Grantors” and each, an “Additional Grantor”), in favor of Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to below.  All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
W I T N E S S E T H :
WHEREAS, Booz Allen Hamilton Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) and Administrative Agent, Credit Suisse Securities (USA) LLC, as Syndication Agent, Barclays Bank PLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc., Sumitomo Mitsui Banking Corporation and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Documentation Agents, as Documentation Agents, Bank of America, N.A., as Issuing Lender, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC as Joint Lead Arrangers and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Barclays Capital, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc. and Sumitomo Mitsui Banking Corporation as Joint Bookrunners have entered into that certain Credit Agreement, dated as of July 31, 2012, as amended by the First Amendment dated as of August 16, 2013, Second Amendment dated as of May 7, 2014, Third Amendment dated as of July 13, 2016 and Fourth Amendment dated as of February 6, 2017 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Grantors) have entered into the Guarantee and Collateral Agreement, dated as of July 31, 2012 (as amended, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Collateral Agent for the benefit of the Administrative Agent, the Collateral Agent and the Lenders; 
WHEREAS, the Credit Agreement requires the Additional Grantors to become a party to the Guarantee and Collateral Agreement; and 
WHEREAS, each Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; 
NOW, THEREFORE, IT IS AGREED:
1.  Guarantee and Collateral Agreement.  By executing and delivering this Assumption Agreement, each Additional Grantor, as provided in Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Guarantor and a Grantor thereunder with the same force and effect as if originally named 








        



therein as a Guarantor and a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor and a Grantor thereunder.  The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement.  Each Additional Grantor hereby represents and warrants, to the extent applicable and with respect to itself, that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as of the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
2.  GOVERNING LAW.  THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.
EGOV HOLDINGS, INC.,
as Grantor and Guarantor
By:__/s/ Laura S. Adams____________ 
Name:  Laura S. Adams 
Title:  Treasurer
AQUILENT, INC.,
as Grantor and Guarantor
By:__/s/ Laura S. Adams____________ 
Name:  Laura S. Adams 
Title:  Treasurer




2










Schedule 1
NOTICE ADDRESSES OF GUARANTORS
	
		
	Guarantor
	Address for Notices

	eGov Holdings, Inc.
	8283 Greensboro Drive 
McLean, VA 22102

	Aquilent, Inc.
	8283 Greensboro Drive 
McLean, VA 22102

















    



Schedule 2
DESCRIPTION OF INVESTMENT PROPERTY
Pledged Stock:  
	
					
	Issuer
	Number of
Certificate
	Registered
Owners
	Number and Class of Equity Interest
	Percentage of Equity Interests

	eGov Holdings, Inc.
	C70
	Booz Allen Hamilton Inc.
	100 Common Stock
	100%

	Aquilent, Inc.
	1
	eGov Holdings, Inc.
	1,000 Common Stock
	100%




Pledged Notes:


None.






    





    



Schedule 3
LEGAL NAME, LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE
	
				
	Grantor
	Jurisdiction of Organization
	Chief Executive Office
	Organizational Identification Number

	eGov Holdings, Inc.
	Delaware
	8283 Greensboro Drive 
McLean, VA 22102
	N/A

	Aquilent, Inc.
	Delaware
	8283 Greensboro Drive 
McLean, VA 22102
	N/A








    





    



Schedule 4
COPYRIGHTS AND COPYRIGHT LICENSES
None. 
PATENTS AND PATENT LICENSES
None. 
TRADEMARKS AND TRADEMARK LICENSES
	
					
	Country
	Trademark
	Serial No.
Filing Date
	Reg. No.
Reg. Date
	Owner

	United States
	AQUILENT
	86069688
Sep. 19, 2013
	4,623,547
Oct. 21, 2014
	Aquilent, Inc.

	United States
	AQUILENT
	77192078
May 29, 2007
	3,448,031
June 17, 2008
	Aquilent, Inc.

	United States
	
	May 27, 2008
	3,434,454
	Aquilent, Inc.

	United States
	OLYMPUS Powered by Aquilent
	86059141
Sep. 09, 2013
	4,532,792
May 20, 2014
	Aquilent, Inc.

	United States
	
	86059212
Sep. 09, 2013
	4,532,793
May 20, 2014
	Aquilent, Inc.

	United States
	Innovating tomorrow’s government_
	85125152
Sep. 08, 2010
	3,965,260
May 24, 2011
	Aquilent, Inc.

	United States
	EPIC
	77193285
May 30, 2007
	3,687,968
Sept. 29, 2009
	Aquilent, Inc.

	United States
	
	77192104
May 29, 2007
	3,434,455
May 27, 2008
	Aquilent, Inc.










        



Except for any agreements entered into in connection with or otherwise related to the Transaction Documents, Grantor is not the licensor or franchisor of any Copyrights, Patents or Trademarks under any material license or franchise agreement which is not in the ordinary course of Grantor’s business.
DOMAIN NAME REGISTRATIONS
	
			
	Domain Name
	Registration Date
	Expiry Date

	Aquilent.com
	03-01- 2000
	03-01-2018

	Aquilent.info
	04-08-2014
	04-08-2017

	Aquilent.net
	12-07-2001
	12-07-2001

	Aquilentprojects.com
	05-23-2011
	05-23-2018

	Cloudfirstsolution.com
	04-17-2012
	04-17-2017

	Fundatis.com
	03-04-2002
	03-04-2018

	Fedepic.com
	01-20-2009
	01-20-2018

	Innovatingtomorrowsgovernment.com
	07-30-2010
	07-30-2017

	Worrytransfer.com
	07-30-2010
	07-30-2017















    



Schedule 5
MATERIAL GOVERNMENT CONTRACTS
		
	1.
	Contract Number GS-35F-360CA (Schedule 70), dated as of June 11, 2015, by and between Aquilent, Inc. and the General Services Administration, as amended and modified. 




		
	2.
	Contract Number GS-35F-4729G (Schedule 70), dated as of June 12, 1997, by and between Aquilent, Inc. and the General Services Administration, as amended and modified. 




		
	3.
	Contract Number HHSN316201200005W, dated as of June 1, 2012, by and between Aquilent, Inc. and the National Institutes of Health, as amended and modified. 




		
	4.
	Blanket Purchase Agreement HHSP233201300057B issued under GS-35F-4729G, dated as of September 25, 2013, by and between Aquilent, Inc. and the Department of Health and Human Services, as amended and modified. 




		
	5.
	Contract Number 12C6000, dated as of September 1, 2011, by and between Aquilent, Inc. and the Department of the Navy, as amended and modified.




		
	6.
	Contract Number N00024-14-R-6500, dated as of September 30, 2014, by and between Aquilent, Inc. and the Department of the Navy, as amended and modified.




		
	7.
	Classified Contract, dated as of January 16, 2015, by and between Aquilent, Inc. and the Department of the Navy, as amended and modified.




[***]