Form of Registration Rights Agreement



 Exhibit 4.8 
  

FORM OF REGISTRATION RIGHTS AGREEMENT 
  
 REGISTRATION RIGHTS AGREEMENT, dated as of [                 ], 2005 (this
“Agreement”), by and between DYNCORP INTERNATIONAL INC., a Delaware corporation (the “Company”), and DIV HOLDING LLC (“Holding”). 
  

W I T N E S S E T H: 
  
 WHEREAS, the Company and Holding desire to provide for the circumstances under which the Company will register securities of
the Company on behalf of Holding. 
  
 NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and obligations hereinafter set forth, the Company hereby covenants and agrees with Holding and with each subsequent holder of Restricted Stock (as such term is defined herein), as follows:

  
 SECTION 1 Definitions. As used herein, the following
terms shall have the following respective meanings: 
  
 “Affiliate” shall mean (i) in the case of an entity, any Person who or which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, any specified Person or
(ii) in the case of an individual, such individual’s spouse, children, grandchildren or parents or a trust primarily for the benefit of any of the foregoing. For purposes of this definition, “control” (including with correlative
meanings, the terms “controlling”, “controlled by” and under “common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise. 
  
 “Certificate of Incorporation” shall mean the Certificate of Incorporation of the Company, as amended and restated, in effect on the date hereof. 
  
 “Commission” shall mean the Securities and Exchange Commission, or any other Federal agency at the time
administering the Securities Act. 
  
 “Registration
Expenses” shall mean the expenses so described in Section 7 hereof. 
  
 “Restricted Stock” shall mean shares of Class A Common Stock of the Company, the certificates for which are required to bear the legend set forth in Section 2 hereof. 
  
 “Securities Act” shall mean the Securities Act of 1933, as amended,
or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. 
  
 “Selling Expenses” shall mean the expenses so described in Section 7 hereof. 









 SECTION 2 Restrictive Legend. Each certificate representing the Restricted Stock and, except as
otherwise provided in Section 3 hereof, each certificate issued upon exchange or transfer of any such securities shall be stamped or otherwise imprinted with a legend substantially in the following form: 
  
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
NOR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.” 
  
 SECTION 3 Notice of Proposed Transfer. Prior to any proposed transfer
of any Restricted Stock (other than under the circumstances described in Section 4 or 5 hereof), the holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the
manner of the proposed transfer and, if requested by the Company, shall be accompanied by an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the Securities Act,
whereupon such holder shall be entitled to transfer such securities in accordance with the terms of its notice; provided, however, that no such opinion of counsel shall be required for a transfer by a holder of Restricted Stock (x) to
an Affiliate of such holder or (y) in the case of a holder that is a partnership, to a partner or employee of such holder or a retired partner or retired employee of such holder who retires after the date hereof, or to the estate of any such
partner, retired partner, employee or retired employee, or a transfer by gift, will or intestate succession from any holder of Restricted Stock to his or her spouse or members of his or her or his or her spouse’s family or a trust for the
benefit of any of the foregoing persons, in any such case set forth in clauses (x) and (y), only if the transferee agrees in writing to be subject to the terms hereof to the same extent as if such transferee were an original holder of Restricted
Stock hereunder. All Restricted Stock transferred as above provided shall bear the legend set forth in Section 2, except that such securities shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or
any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an affiliate of the Company)
would be entitled to transfer such securities in a public sale without registration under the Securities Act. 
  
 SECTION 4 Required Registration. 
  
 (a) At any time following the consummation of an initial public offering by the Company of its securities, Holding may, by written notice, request on not
more than five occasions that the Company register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holders for sale in the manner specified in such notice. Notwithstanding anything to the
contrary contained herein, no request may be made under this Section 4 within 360 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of
Restricted Stock shall have been entitled to join pursuant to this Section 4 or Section 5 hereof and in which there shall have been effectively registered all shares of Restricted Stock as to which registration shall have
been so requested (and which requests shall total at least fifty percent of the shares of Restricted Stock originally purchased by Holding). 
  

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 (b) Promptly following receipt of any notice under this Section 4 the Company shall file and
use its best efforts to have declared effective a registration statement under the Securities Act for the public sale, in accordance with the method of disposition specified in such notice from requesting holders, of the number of shares of
Restricted Stock specified in such notice (and in any notices received from other holders of Restricted Stock within 20 days after the date of such notice from the Company). If such method of disposition shall be an underwritten public offering, the
Company may designate the managing underwriter of such offering, subject to the approval of a majority in interest of the selling holders of Restricted Stock, which approval shall not be unreasonably withheld. The number of shares of Restricted
Stock to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein. The Company shall
be obligated to register Restricted Stock pursuant to requests made by Holding under this Section 4 on two occasions only; provided, however, that as to such occasion such obligation shall be deemed satisfied only when a
registration statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of
disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. 
  
 (c) The Company shall be entitled to include in any registration statement referred to in this Section 4 for which the method of distribution is an
underwritten public offering, for sale in accordance with the method of disposition specified by Holding shares of Class A Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the
managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Restricted Stock to be sold. Except with respect to registration statements on Form S-3 or Form
S-8, or as otherwise provided in this paragraph 4(c), the Company will not file with the Commission any other registration statement with respect to its Class A Common Stock, whether for its own account or that of other stockholders, from the
date of receipt of a notice from requesting holders pursuant to this Section 4 until the completion of the period of distribution of the registration contemplated thereby. 
  
 SECTION 5 Incidental Registration; Form S-3 Registration. 
  
 (a) If the Company at any time (other than pursuant to Section 4
hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8
or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to do. Upon the written request of any such holder, given
within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to
which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in
accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of 

  

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securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration
pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either
(i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is
to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstances. The number of shares of Restricted Stock to be
included in such an underwriting may be reduced (in accordance with Section 11 hereof) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities
to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be
reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of
Restricted Stock hereunder is reduced. Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted
Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s securities in connection with such offering, such holder shall refrain from selling such Restricted
Stock not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided,
however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statement. 
  
 (b) If, at a time when Form S-3 is available for such registration, the
Company shall receive from Holding a written request or requests that the Company effect a registration on Form S-3 of any of such holder’s Restricted Stock, the Company will promptly give written notice of the proposed registration to all
other holders of Restricted Stock and, as soon as practicable, effect such registration and all such related qualifications and compliances as may be requested and as would permit or facilitate the sale and distribution of all Restricted Stock as
are specified in such request and any written requests of other holders given within 20 days after receipt of such notice. The Company shall not be required to file a registration statement under Form S-3 if it would not be required to file a
registration statement under Section 4 hereof pursuant to Section 4(a)(iv). The Company shall have no obligation to effect a registration under this Section 5(b) unless either (i) all the outstanding shares
of Restricted Stock are requested to be sold pursuant to such registration or (ii) the aggregate offering price of the securities requested to be sold pursuant to such registration is, in the good faith judgment of the Company, expected to be
equal to or greater than $1,000,000. Any registration under this Section 5(b) will not be counted as a registration under Section 4 above. 
  

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 SECTION 6 Registration Procedures. If and whenever the Company is required by the provisions of
Section 4 or 5 hereof to use its best efforts to effect the registration of any shares of Restricted Stock under the Securities Act, the Company will, as expeditiously as possible: 
  
 (a) prepare and file with the Commission a registration statement (which, in
the case of an underwritten public offering pursuant to Section 4 hereof, shall be on Form S-l or other form of general applicability satisfactory to the managing underwriter selected as therein provided) with respect to such securities and
use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as hereinafter provided); 
  
 (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration statement effective for the period specified in paragraph 6(a) above and as to comply with the provisions of the Securities Act with respect to the disposition of all
Restricted Stock covered by such registration statement in accordance with the sellers’ intended method of disposition set forth in such registration statement for such period; 
  
 (c) furnish to Holding and to each underwriter such number of copies of the registration statement and the prospectus
included therein (including each preliminary prospectus) as such persons may reasonably request in order to facilitate the public sale or other disposition of the Restricted Stock covered by such registration statement; 
  
 (d) use its best efforts to register or qualify the Restricted Stock covered
by such registration statement under the securities or blue sky laws of such jurisdictions as Holding or, in the case of an underwritten public offering, the managing underwriter shall reasonably request; 
  
 (e) immediately notify Holding under such registration statement and each
underwriter, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus contained in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact required to be stated therein not misleading in the light of the circumstances then existing; 
  
 (f) use its best efforts to furnish, at the request of Holding, on the date that Restricted Stock is delivered to the
underwriters for sale pursuant to such registration: (i) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters and to Holding, stating (A) that such registration statement
has become effective under the Securities Act, (B) that, to the best knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or
contemplated under the Securities Act and (C) that the registration statement and the related prospectus, and each amendment or supplement thereof, comply as to form in all material respects with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder (except that such counsel need not express any opinion as to financial statements contained therein), and to such other 

  

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effects as may reasonably be requested by counsel for the underwriters or by Holding or its counsel, and (ii) a letter dated such date from the independent
public accountants retained by the Company, addressed to the underwriters and to Holding, stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial
statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter
shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as
such underwriters or Holding may reasonably request; and 
  
 (g)
make available for inspection by Holding, any underwriter participating in any distribution pursuant to such registration statement, and any attorney, accountant or other agent retained by Holding or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Holding, underwriter, attorney, accountant or agent in connection with
such registration statement. 
  
 For purposes of paragraphs 6(a)
and (b) above and of Section 4(c) hereof, the period of distribution of Restricted Stock in a firm commitment underwritten public offering shall be deemed to extend until each underwriter has completed the distribution of all securities
purchased by it, and the period of distribution of Restricted Stock in any other registration shall be deemed to extend until the earlier of the sale of all Restricted Stock covered thereby or nine months after the effective date thereof 

 
 In connection with each registration hereunder, the selling holders of
Restricted Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be necessary in order to assure compliance with Federal and applicable state securities laws.

  
 In connection with each registration pursuant to Sections
4 and 5, hereof covering an underwritten public offering, the Company agrees to enter into a written agreement with the managing underwriter selected in the manner herein provided in such form and containing such provisions as are
customary in the securities business for such an arrangement between major underwriters and companies of the Company’s size and investment stature, provided that such agreement shall not contain any such provision applicable to the
Company which is inconsistent with the provisions hereof and provided, further, that the time and place of the closing under said agreement shall be as mutually agreed upon between the Company and such managing underwriter. 

 
 SECTION 7 Expenses. All expenses incurred by the Company in
complying with Sections 4 and 5 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees of the National
Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars and costs of insurance and fees and expenses of counsel for Holding, but excluding any Selling Expenses, are herein called “Registration
Expenses.” All 

  

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underwriting discounts and selling commissions applicable to the sale of Restricted Stock are herein called “Selling Expenses.” The Company will
pay all Registration Expenses in connection with each registration statement filed pursuant to Section 4 or Section 5 hereof. All Selling Expenses incurred in connection with any sale of Restricted Stock by Holding shall be borne by
Holding, provided, however, if the Company withdraws any registration statement before it becomes effective with respect to which Holding shall have exercised incidental registration rights as contemplated by Section 5(a), the
Company shall reimburse Holding for all Selling Expenses incurred in connection with such registration. 
  
 SECTION 8 Indemnification. In the event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 4 or
5 hereof, the Company will indemnify and hold harmless Holding and each underwriter of such Restricted Stock thereunder and each other person, if any, who controls Holding or underwriter within the meaning of the Securities Act, against any
and all losses, claims, damages, expenses or liabilities, joint or several, to which Holding or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Restricted Stock was registered under the Securities Act
pursuant to Section 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Holding, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by Holding such underwriter or such controlling person in writing specifically
for use in such registration statement or prospectus. 
  
 In the
event of a registration of any of the Restricted Stock under the Securities Act pursuant to Section 4 or 5, hereof, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless the
Company and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any
underwriter within the meaning of the Securities Act, against all losses, claims, damages, expenses or liabilities, joint or several, to which the Company or such officer or director or underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the
registration statement under which such Restricted Stock was registered under the Securities Act pursuant to Section 4 or 5, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer,
director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any 

  

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such loss, claim, damage, liability or action, and provided, however, that Holding will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to Holding, as
such, furnished in writing to the Company by Holding specifically for use in such registration statement or prospectus; provided, further, however, that the liability of Holding hereunder shall be limited to the proportion of
any such loss, claim, damage, liability or expense which is equal to the proportion that the public offering price of the shares sold by Holding under such registration statement bears to the total public offering price of all securities sold
thereunder, but not to exceed the proceeds received by Holding from the sale of Restricted Stock covered by such registration statement. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party under this Section 8. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party
of its election to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 8 for any legal expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and
the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the
expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. 
  
 Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel in any such action, but the fees and disbursements of
such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have
mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one separate
firm qualified in such jurisdiction to act as counsel for the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. If the indemnification provided for in the first two paragraphs of
this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under such paragraphs in respect of any losses, claims, damages or liabilities or actions in respect thereof referred to therein, then each indemnifying
party shall in lieu of indemnifying such indemnified 

  

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party contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or actions in such
proportion as appropriate to reflect the relative fault of the Company, on the one hand, and Holding, on the other, in connection with the statement or omissions which resulted in such losses, claims, damages, liabilities or actions, as well as any
other relevant equitable considerations including the failure to give any notice under the third paragraph of this Section 8. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or by Holding, on the other, and to the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. 
  
 The Company and Holding agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or action in respect thereof,
referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this and the immediately preceding paragraph, Holding shall not be required to contribute any amount in excess of the amount, if any, by which the total price at which the Class A Common Stock
sold by it was offered to the public exceeds the amount of any damages which it would have otherwise been required to pay by reason of such untrue or alleged untrue statement of omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. The indemnification of underwriters provided for in this Section 8 shall be on such
other terms and conditions as are at the time customary and reasonably required by such underwriters. In that event the indemnification of Holding in such underwriting shall at Holding’s request be modified to conform to such terms and
conditions. 
  
 SECTION 9 Changes in Class A Common Stock.
If, and as often as, there are any changes in the Class A Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization or by any other means, appropriate
adjustment shall be made in the provisions hereof, as may be required, so that the rights and privileges granted hereby shall continue with respect to the Class A Common Stock as so changed. 
  
 SECTION 10 Representations and Warranties of the Company. The Company
represents and warrants to Holding as follows (which representations and warranties shall survive the execution and delivery of this Agreement): 
  
 (a) The execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of government the Certificate of Incorporation or By-laws of the Company, or any provision of any indenture, agreement or other instrument to which it or any of its properties or
assets is bound, or conflict with, result in a 

  

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breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, result in the creation
or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company. 
  
 (b) This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms. 
  
 SECTION 11 Priority on
Registration. If the managing underwriter or underwriters advise the Company and the holders of the Restricted Stock to be registered in writing that in its or their opinion the number of shares of Restricted Stock proposed to be sold in any
registration and any other securities of the Company requested or proposed to be included in such registration exceeds the number that can be sold in such offering without (A) creating a substantial risk that the proceeds or price per share that
will be derived from such registration will be materially reduced or that the number of Restricted Stock to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect,
the Company will (x) include in such registration the aggregate number of Restricted Stock to be registered for each stockholder to be reduced firstly, against the other stockholders, secondly, against Holding; (in each case pro
rata based on the amount of Restricted Stock of the stockholders in the applicable class requested to be included in such registration), and (y) not allow any securities other than Restricted Stock to be included in such registration unless
all Restricted Stock request to be included shall have been included therein, and then only to the extent recommended by the managing underwriter or determined by the Company after consultation with an investment banker of national recognized
standing (notification of which number shall be given by the Company to the holders of Restricted Stock). 
  
 SECTION 12 Rule 144 Reporting. The Company agrees as follows: 
  
 (a) The Company shall make and keep public information available as those terms are understood and defined in Rule 144 under
the Securities Act, at all times from and after 90 days following the effective date of the first registration of the Company under the Securities Act of an offering of its securities to the general public. 
  
 (b) The Company shall file with the Commission in a timely manner all reports
and other documents as the Commission may prescribe under Section 13(a) or 15(d) of the Exchange Act at any time after the Company has become subject to such reporting requirements of the Exchange Act. 
  
 (c) The Company shall furnish to Holding forthwith upon request (i) a written
statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after 90 days following the effective date of the first registration statement of the Company for an offering of its securities to the
general public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and
documents so filed as Holding may reasonably request to avail itself of any rule or regulation of the Commission allowing Holding to sell any such securities without registration. 
  

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 SECTION 13 Miscellaneous. 
  
 (a) The rights arising under Sections 4 and 5 shall terminate when (i) Holding is no longer an
“affiliate” as used in Rule 144 and (ii) Holding is permitted to sell all Restricted Stock then held by them pursuant to Rule 144(k). 
  
 (b) All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto whether so expressed or not. Without limiting the generality of the foregoing, the registration rights conferred herein on Holding shall inure to the benefit of any and all subsequent holders
from time to time of its Restricted Stock for so long as the certificates representing the Restricted Stock shall be required to bear the legend specified in Section 2 hereof. 
  
 (c) All notices, requests and other communications to be given or otherwise made to any Stockholder or other party hereto
shall be deemed to be sufficient if contained in a written instrument duly transmitted by telecopy or telex or duly sent by overnight courier service or first class registered or certified mail, postage prepaid, addressed to such party at the
address set forth below or at such other address as may hereafter be designated in writing by the addressee to the address or listing all parties: 
  

			
	(a)	  	if to Holding:
		
	 	  	DIV Holding L.L.C.
	 	  	c/o The Veritas Capital Fund II, L.P.
	 	  	660 Madison Avenue
	 	  	New York, New York 10021
	 	  	Facsimile No.: (212) 688-0020
	 	  	Attention: Mr. Robert B. McKeon and
	 	  	        Arvind M. R. Krishnamurthy

		
	 	  	with a copy to:
		
	 	  	Schulte Roth & Zabel LLP
	 	  	919 Third Avenue
	 	  	New York, New York 10022
	 	  	Facsimile: (212) 756-2072
	 	  	Attention: Benjamin M. Polk, Esq.
		
	(b)	  	if to the Company:
		
	 	  	DynCorp International Inc.
	 	  	8445 Freeport Parkway
	 	  	Suite 400
	 	  	Irving, Texas 75063
	 	  	Facsimile No: (972) 929-2853
	 	  	Attention: Michael J. Thorne

  

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	 	  	 with a copy to:

		
	 	  	 DynCorp International LLC

	 	  	 3190 Fairview Park Drive

	 	  	 Suite 350

	 	  	 Falls Church, Virginia 22042

	 	  	 Attention: Ruth Y. Morrel

	 	  	 Fax No.: (571) 722-0252


  
 All notices hereunder
shall be effective on the date of transmission if transmitted by telex or telecopy, on the first day after delivery to an overnight national courier service if sent by such service and on the date of receipt if sent by mail. 
  
 (d) This Agreement shall be governed by and construed in accordance with the
laws of the State of New York. 
  
 (e) (i) EACH PARTY TO THIS
AGREEMENT HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR TRANSACTIONS CONTEMPLATED HEREBY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT THE SUCH COURTS ARE AN INCONVENIENT FORUM.
EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL. POSTAGE PREPAID, TO ITS ADDRESS SET FORTH
IN SECTION 12(C) SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING. 
  
 (ii) THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE COMPANY (X) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF HOLDING HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT HOLDING WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS AND (Y) ACKNOWLEDGES THAT HOLDING HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN. 
  

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 (f) This Agreement constitutes the entire agreement of the parties with respect to the subject matter
hereof and may not be modified or amended except in writing signed by the Company and Holding. 
  
 (g) Holding may assign and transfer its rights and obligations hereunder, provided that any such assignee or transferee shall have assumed in writing all the obligations of Holding hereunder. 
  
 (h) Telefacsimile transmissions of any executed original document and/or
retransmission of any executed telefacsimile transmission shall be deemed to be the same as the delivery of an executed original. At the request of any party hereto Holding shall confirm telefacsimile transmissions by executing duplicate original
documents and delivering the same to the requesting party or parties. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

  

			
	DYNCORP INTERNATIONAL INC.
		
	 By:
	 	 
	 Name:
	 	Stephen J. Cannon
	 Title:
	 	President and Chief Executive Officer
	
	DIV HOLDING, L.L.C.
	
	 By: The Veritas Capital Fund II, L.P., as Manager

		
	 By:
	 	 
	 Name:
	 	Robert B. McKeon, a Managing
	 	 	Member of Veritas Capital
	 	 	Management, L.L.C., General Partner


  

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